SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bioverativ Inc. [ BIVV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/28/2017 | A | 27,376(1) | A | $0 | 27,633(2) | D | |||
Common Stock | 02/28/2017 | F | 51(3) | D | $43.42 | 27,582 | D | |||
Common Stock | 02/28/2017 | F | 22(3) | D | $49.56 | 27,560 | D | |||
Common Stock | 02/28/2017 | F | 45(3) | D | $47.76 | 27,515 | D | |||
Common Stock | 02/28/2017 | F | 939(3) | D | $43.42 | 26,576 | D | |||
Common Stock | 02/28/2017 | F | 411(3) | D | $49.56 | 26,165 | D | |||
Common Stock | 02/28/2017 | F | 837(3) | D | $47.76 | 25,328 | D | |||
Common Stock | 02/28/2017 | F | 25(3) | D | $43.42 | 25,303 | D | |||
Common Stock | 02/28/2017 | F | 429(3) | D | $43.42 | 24,874 | D | |||
Common Stock | 02/28/2017 | F | 339(3) | D | $49.56 | 24,535 | D | |||
Common Stock | 02/28/2017 | F | 681(3) | D | $47.76 | 23,854 | D | |||
Common Stock | 02/28/2017 | F | 66(3) | D | $43.42 | 23,788 | D | |||
Common Stock | 02/28/2017 | F | 1,100(3) | D | $43.42 | 22,688 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Includes restricted stock units granted by Bioverativ Inc. ("Bioverativ") to the reporting person as a result of the conversion of existing Biogen Inc. ("Biogen") cash-settled performance units and market stock units held by the reporting person prior to the spin-off of Bioverativ from Biogen on February 1, 2017 ("Spin-Off"), as set forth in an employee matters agreement entered into between Bioverativ and Biogen in connection with the Spin-Off. Restricted stock units that are unvested continue to vest on the dates of the original Biogen awards. |
2. Includes 257 shares acquired in a pro rata distribution by Biogen in connection with the Spin-Off. |
3. Represents the number of shares forfeited by the reporting person to cover the payment of taxes incurred as a result of vesting of restricted stock units. |
/s/ Matthew S. Gilman, Attorney in Fact for Richard Brudnick | 03/02/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |