Kearney Terrence C

SEC source: 0000875320-24-000123 · wk-form4_1714767244.xml · derivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,142

Underlying: Common Stock · 3,142 shares

Expires 2034-04-30

F1 · derivative.exercise_date: Fully vested.

SEC source: 0000899243-23-018113 · doc4.xml · derivative · entry 3

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common Stock · 10,000 shares

Expires 2025-05-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Fully vested.

SEC source: 0000899243-23-018113 · doc4.xml · nonDerivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 6,536

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1, which was entered into on 05/09/2023.

SEC source: 0000899243-23-018113 · doc4.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 16,536

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-23-027028 · doc4.xml · derivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,481

Underlying: Common Stock · 3,481 shares

Expires 2033-04-30

F1 · derivative.exercise_date: Fully vested.

SEC source: 0000899243-22-016384 · doc4.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,231

Underlying: Common Stock · 2,231 shares

Expires 2032-04-30

SEC source: 0000899243-22-016384 · doc4.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,536

F1 · shares: Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · derivative · entry 6

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,222 shares

Expires not disclosed

F2 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · derivative · entry 5

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,185 shares

Expires not disclosed

F2 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · derivative · entry 4

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,500 shares

Expires not disclosed

F2 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · derivative · entry 3

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,665 shares

Expires not disclosed

F2 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,500 shares

Expires not disclosed

F2 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.exercise_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

F2 · derivative.expiration_date: Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

SEC source: 0001104659-21-142274 · tm2133601-8_4seq1.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

F1 · shares: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

F1 · price: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 29, 2021, by and among the Issuer, Merck Sharp & Dohme Corp. ("Parent"), and Astros Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $180.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

SEC source: 0001209191-21-029850 · doc4.xml · derivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,067

Underlying: Common Stock · 6,067 shares

Expires 2031-04-30

F1 · derivative.exercise_date: Fully vested.

SEC source: 0001179110-21-001110 · edgar.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,222

Underlying: Common Stock · 3,222 shares

Expires 2031-01-29

F1 · derivative.exercise_date: The shares of common stock underlying this stock option award vest in full on the one year anniversary of the grant date.

SEC source: 0001179110-21-001110 · edgar.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,749

SEC source: 0001179110-20-010439 · edgar.xml · derivative · entry 10

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,500 shares

Expires 2027-03-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F7 · derivative.exercise_date: The shares of common stock underlying this stock option award vested in full on the one year anniversary of the grant date.

SEC source: 0001179110-20-010439 · edgar.xml · derivative · entry 9

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,000 shares

Expires 2026-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F7 · derivative.exercise_date: The shares of common stock underlying this stock option award vested in full on the one year anniversary of the grant date.

SEC source: 0001179110-20-010439 · edgar.xml · derivative · entry 8

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 20,000 shares

Expires 2024-07-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F6 · derivative.exercise_date: The shares of common stock underlying this stock option award vested in equal quarterly installments over the first three years after the grant date.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 7

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,127

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.50 to $120.70 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 6

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,040

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.50 to $120.48 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 5

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,250

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.50 to $119.49 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 4

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,427

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.29 to $118.08 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 3

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,627

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,127

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001179110-20-010439 · edgar.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,127

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

SEC source: 0001209191-20-034027 · doc4.xml · derivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,527

Underlying: Common Stock · 4,527 shares

Expires 2030-05-31

F1 · derivative.exercise_date: Fully vested.

SEC source: 0001179110-20-000777 · edgar.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,185

Underlying: Common Stock · 8,185 shares

Expires 2030-01-22

F1 · derivative.exercise_date: The shares of common stock underlying this stock option award vest in full on the one year anniversary of the grant date.

SEC source: 0001179110-20-000777 · edgar.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,127

SEC source: 0001209191-19-054882 · doc4.xml · derivative · entry 14

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,073 shares

Expires 2026-05-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Fully vested.

SEC source: 0001209191-19-054882 · doc4.xml · derivative · entry 13

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 20,000 shares

Expires 2024-05-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Fully vested.

SEC source: 0001209191-19-054882 · doc4.xml · derivative · entry 12

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 375 shares

Expires 2021-05-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Fully vested.

SEC source: 0001209191-19-054882 · doc4.xml · derivative · entry 11

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 20,000 shares

Expires 2023-05-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Fully vested.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 10

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,811

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 9

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,884

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 8

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,811

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 7

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,811

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 6

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,811

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 5

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,186

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 4

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,811

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 3

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,811

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,811

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-054882 · doc4.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,970

F1 · kind: Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

SEC source: 0001209191-19-034230 · doc4.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,811

F1 · shares: Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date.

SEC source: 0001179110-19-001060 · edgar.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

Underlying: Common Stock · 7,500 shares

Expires 2029-01-25

F1 · derivative.exercise_date: The shares of common stock underlying this stock option award vest in full on the one year anniversary of the grant date.

SEC source: 0001179110-19-001060 · edgar.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,750

SEC source: 0001209191-18-035772 · doc4.xml · derivative · entry 2

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,229

Underlying: Common Stock · 3,229 shares

Expires 2028-05-31

F2 · derivative.exercise_date: Fully vested.

SEC source: 0001209191-18-035772 · doc4.xml · nonDerivative · entry 1

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,430

F1 · shares: Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date.

SEC source: 0001209191-18-030120 · doc4.xml · derivative · entry 4

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,905 shares

Expires 2028-03-13

F1 · kind: On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.

F3 · derivative.exercise_date: Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.

SEC source: 0001209191-18-030120 · doc4.xml · derivative · entry 3

Kearney Terrence C · CIK 0001289098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,454 shares

Expires 2027-05-30

F1 · kind: On April 6, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Novartis AG, a company organized under the laws of Switzerland ("Parent"), and Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $218.00 per share (the "Offer Price") in cash.

F3 · derivative.exercise_date: Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal the excess of (A) the Offer Price minus (B) the Exercise Price, multiplied by the number of shares of Common Stock underlying the option.