Azelby Robert

SEC source: 0001730463-26-000093 · form4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 47,500

Underlying: American Depositary Shares · 47,500 shares

Expires 2036-06-29

F3 · derivative.exercise_date: Share options vest in twelve equal monthly installments commencing on July 29, 2026.

SEC source: 0001730463-26-000093 · form4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 31,667

Underlying: American Depositary Shares · 31,667 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's American Depositary Shares. Each American Depositary Share is convertible at any time at the option of the Reporting Person into one Ordinary Share.

F2 · derivative.exercise_date: The RSUs vest in one installment on June 29, 2027.

F2 · derivative.expiration_date: The RSUs vest in one installment on June 29, 2027.

SEC source: 0001193125-26-279871 · ownership.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,910

Underlying: Common Stock · 35,910 shares

Expires 2036-06-19

F2 · derivative.exercise_date: This option shall vest and become exercisable in 36 substantially equal monthly installments over a period of three years following the grant date, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.

SEC source: 0001193125-26-279871 · ownership.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,740

F1 · shares: These shares are represented by restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest in three substantially equal annual installments following the grant date, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.

SEC source: 0001628280-26-040493 · wk-form4_1780520620.xml · nonDerivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,805

F2 · kind: Represents the number of Common Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted share units previously granted.

SEC source: 0001628280-26-040493 · wk-form4_1780520620.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 125,405

F1 · shares: Represents the annual grant of restricted stock units ("RSUs") made under the Issuer's 2019 Equity Incentive Plan for service as a Director. The RSUs vest on the earlier of (i) one year from the grant date or (ii) the date of the 2027 Annual Meeting of Shareholders, subject to the Reporting Person's continued service to the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001656998-26-000006 · primarydocument.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,697 shares

Expires not disclosed

F1 · shares: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F2 · price: On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

F1 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F1 · derivative.expiration_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

SEC source: 0001656998-26-000006 · primarydocument.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 90,000 shares

Expires not disclosed

F1 · shares: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F2 · price: On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

F1 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F1 · derivative.expiration_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

SEC source: 0001656998-26-000002 · primarydocument.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,697

Underlying: Common Stock · 1,697 shares

Expires 2036-01-31

F1 · shares: This option was issued pursuant to the Issuer's Non-Employee Director Compensation Policy, under which the Reporting Person elected to receive this option in lieu of the Reporting Person's cash retainer fee of $45,000 for 2026.

F2 · derivative.exercise_date: The option will vest as to 1/12th of the total shares subject thereto on each monthly anniversary measured from January 1, 2026, such that 100% of the shares subject to the option will be fully vested on January 1, 2027.

SEC source: 0001656998-25-000004 · wk-form4_1762463303.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,085

F1 · shares: Grant of restricted share units that will vest on November 5, 2026, except if the 2026 Annual Meeting of Shareholders is prior to November 5, 2026, then the restricted share units will vest on the date of the 2026 Annual Meeting of Shareholders.

SEC source: 0001628280-25-031890 · wk-form4_1750193999.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 80,405

F1 · kind: Represents the number of Common Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted share units previously granted.

SEC source: 0001628280-25-029736 · wk-form4_1749157790.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 93,005

F1 · shares: Represents the annual grant of restricted stock units ("RSUs") made under the Issuer's 2019 Equity Incentive Plan for service as a Director. The RSUs vest one year from the grant date, subject to the Reporting Person's continued service to the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0001562180-25-001542 · primarydocument.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 90,000

Underlying: Common Stock · 90,000 shares

Expires 2035-02-19

F1 · derivative.exercise_date: 1/3rd of the shares subject to the option vest on the first anniversary measured from February 20, 2025 (the "Vesting Commencement Date"), and 1/36th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date.

SEC source: 0000721371-24-000152 · wk-form4_1731015972.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,018

F1 · shares: Grant of restricted share units that will vest on November 6, 2025, except if the 2025 Annual Meeting of Shareholders is prior to November 6, 2025, then the restricted share units will vest on the date of the 2025 Annual Meeting of Shareholders.

SEC source: 0001628280-24-028993 · wk-form4_1718761526.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 53,005

F1 · kind: Represents Common Shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted share units.

SEC source: 0001628280-24-028357 · wk-form4_1718401609.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 60,000

F1 · shares: Represents the annual grant of restricted stock units ("RSUs") made under the Issuer's 2019 Equity Incentive Plan for service as a Director. The RSUs vest one year from the grant date, subject to the Reporting Person's continued service to the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

SEC source: 0000721371-24-000019 · wk-form4_1710798486.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,288

F1 · shares: Grant of restricted share units that will vest on March 15, 2025.

SEC source: 0001209191-23-045412 · doc4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,000 shares

Expires not disclosed

F2 · derivative.exercise_price: When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.

F3 · price: When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on April 10, 2024. Pursuant to the Merger Agreement (defined in the Remarks below), at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

F3 · derivative.exercise_date: When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on April 10, 2024. Pursuant to the Merger Agreement (defined in the Remarks below), at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

F3 · derivative.expiration_date: When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on April 10, 2024. Pursuant to the Merger Agreement (defined in the Remarks below), at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

SEC source: 0001209191-23-045412 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 28,200 shares

Expires 2033-04-09

F1 · derivative.exercise_date: This stock option award, which provided for ratable vesting in 36 monthly installments beginning on May 10, 2023, became fully vested and was canceled upon effectiveness of the Merger (defined in the Remarks below), and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one contingent value right ("CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the contingent value rights agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

SEC source: 0001209191-23-024111 · doc4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,000

Underlying: Common Stock · 7,000 shares

Expires 2026-04-10

F2 · derivative.exercise_price: Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.

F3 · derivative.exercise_date: The RSUs vests as to one-third (1/3) of the total restricted stock units in equal annual installments beginning on April 10, 2024, until fully vested subject to the Reporting Person's provision of service to the Issuer on each vesting date.

SEC source: 0001209191-23-024111 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,200

Underlying: Common Stock · 28,200 shares

Expires 2033-04-09

F1 · derivative.exercise_date: The stock option fully vests as to 1/36 of the total shares monthly beginning on May 10, 2023 until fully vested, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

SEC source: 0001209191-22-055407 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Common Stock · 500,000 shares

Expires 2032-10-30

F1 · derivative.exercise_date: The shares subject to this option shall vest in equal monthly installments, at a rate of 1/48th of the total number of shares on each monthly anniversary of October 31, 2022 (the "2022 Vesting Commencement Date") for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2022 Vesting Commencement Date.

SEC source: 0001209191-22-005647 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Common Stock · 500,000 shares

Expires 2032-01-26

F1 · derivative.exercise_date: For so long as the Reporting Person continuously provides services to the Issuer, this option will vest with respect to the shares as follows: 1/48th of the shares will vest on each monthly anniversary of January 27, 2022.

SEC source: 0000899243-21-023435 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,223

Underlying: Common Stock · 42,223 shares

Expires 2031-06-10

F1 · derivative.exercise_date: The options shall vest on the one-year anniversary of the date of grant.

SEC source: 0001104659-20-117802 · a4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,718 shares

Expires not disclosed

F2 · derivative.exercise_price: In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time.

F2 · price: In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time.

F2 · derivative.exercise_date: In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time.

F2 · derivative.expiration_date: In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash equal to (A) the Offer Price, multiplied by (B) the total number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time.

SEC source: 0001104659-20-117802 · a4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 29,040 shares

Expires not disclosed

F1 · derivative.exercise_price: In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.

F1 · price: In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.

F1 · derivative.exercise_date: In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.

F1 · derivative.expiration_date: In connection with the consummation of the Merger, at the Effective Time, each option to purchase shares of Common Stock ("Stock Option") that was outstanding as of immediately prior to the Effective Time, whether vested or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Offer Price over the exercise price payable per share subject to such Stock Option, multiplied by (ii) the total number of shares of Common Stock subject to such Stock Option immediately prior to the Effective Time. Any Stock Option that had an exercise price per share that was equal to or greater than the Offer Price was cancelled for no consideration.

SEC source: 0001104659-20-075692 · a4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,540

Underlying: Common Stock, par value $0.01 per share · 6,540 shares

Expires 2030-06-18

F1 · date: Such grants of restricted stock units and stock options were made automatically pursuant to the Issuer's compensation policy for non-employee directors as of the date of the Issuer's 2020 annual meeting of stockholders, which occurred on June 18, 2020.

F3 · derivative.exercise_date: The stock options vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0001104659-20-075692 · a4.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,718

F1 · date: Such grants of restricted stock units and stock options were made automatically pursuant to the Issuer's compensation policy for non-employee directors as of the date of the Issuer's 2020 annual meeting of stockholders, which occurred on June 18, 2020.

F2 · shares: Includes restricted stock units that represent a contingent right to receive one share of the Issuer's common stock. The restricted stock units shall vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service as a director of the Issuer.

SEC source: 0000899243-20-015491 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,138

Underlying: Common Stock · 40,138 shares

Expires 2030-06-04

F1 · derivative.exercise_date: One-twelfth (1/12) of the shares subject to the option shall vest on each of the first twelve (12) monthly anniversaries of the date of grant.

SEC source: 0001104659-20-026244 · a4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,500

Underlying: Common Stock, par value $0.01 per share · 22,500 shares

Expires 2027-02-26

F1 · derivative.exercise_date: The reporting person was granted stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options vest in full on the first anniversary of the date of grant, provided that the reporting person remains a director on such date.

SEC source: 0001209191-19-053904 · doc4.xml · derivative · entry 4

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 150,000 shares

Expires 2028-06-12

F1 · date: On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.

F3 · derivative.exercise_date: The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.

F8 · derivative.exercise_date: On June 13, 2018, the Reporting Person was granted an option to purchase 150,000 shares of Issuer's Common Stock (the "Option"). The Option vests upon obtaining acceptance by the U.S. Food and Drug Administration (or any successor entity thereto) (the "FDA") of the first Biologics License Application submitted to the FDA by the Company or an affiliate seeking approval for the commercial sale and marketing of eptinezumab in the United States for review and certification by the Issuer's Compensation Committee that the achievement of such milestone had been achieved (the "FDA Filing Milestone"). On April 23, 2019, the Issuer's Compensation Committee certified that the FDA Milestone had been achieved, resulting in the vesting of 150,000 shares subject to the Option.

SEC source: 0001209191-19-053904 · doc4.xml · derivative · entry 3

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 15,000 shares

Expires not disclosed

F5 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F1 · date: On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.

F6 · derivative.exercise_date: Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019.

F7 · derivative.exercise_date: The shares subject to this RSU, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to the product of (A) $18.00 and (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this RSU, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.

F6 · derivative.expiration_date: Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019.

SEC source: 0001209191-19-053904 · doc4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 505,000 shares

Expires 2029-02-05

F1 · date: On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.

F3 · derivative.exercise_date: The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.

F4 · derivative.exercise_date: The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

SEC source: 0001209191-19-053904 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,000,000 shares

Expires 2028-06-12

F1 · date: On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.

F2 · derivative.exercise_date: The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 13, 2018 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

F3 · derivative.exercise_date: The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.

SEC source: 0000899243-19-016038 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,882

Underlying: Common Stock · 28,882 shares

Expires 2029-06-06

F1 · derivative.exercise_date: One-twelfth (1/12) of the shares subject to the option shall vest on each of the first twelve (12) monthly anniversaries of the date of grant.

SEC source: 0001209191-19-026038 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,000

Underlying: Common Stock · 150,000 shares

Expires 2028-06-12

F1 · derivative.exercise_date: On June 13, 2018, the Reporting Person was granted an option to purchase 150,000 shares of Issuer's Common Stock (the "Option"). The Option vests upon obtaining acceptance by the U.S. Food and Drug Administration (or any successor entity thereto) (the "FDA") of the first Biologics License Application submitted to the FDA by the Company or an affiliate seeking approval for the commercial sale and marketing of eptinezumab in the United States for review and certification by the Issuer's Compensation Committee that the achievement of such milestone had been achieved (the "FDA Filing Milestone"). On April 23, 2019, the Issuer's Compensation Committee certified that the FDA Milestone had been achieved, resulting in the vesting of 150,000 shares subject to the Option.

SEC source: 0001209191-19-008551 · doc4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

Underlying: Common Stock · 15,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F3 · derivative.exercise_date: Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019.

F3 · derivative.expiration_date: Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019.

SEC source: 0001209191-19-008551 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 505,000

Underlying: Common Stock · 505,000 shares

Expires 2029-02-05

F1 · derivative.exercise_date: The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

SEC source: 0000899243-18-026717 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,848

Underlying: Common Stock · 25,848 shares

Expires 2028-10-11

F1 · derivative.exercise_date: One-third (1/3) of the shares subject to the option shall vest on each of the first three (3) annual anniversaries of the date of grant.

SEC source: 0001209191-18-038016 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000,000

Underlying: Common Stock · 1,000,000 shares

Expires 2028-06-12

F1 · derivative.exercise_date: The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 13, 2018 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

SEC source: 0000899243-18-007302 · doc4.xml · derivative · entry 2

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 13,927 shares

Expires not disclosed

F4 · derivative.exercise_price: Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $139,270.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.

F4 · price: Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $139,270.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.

F5 · derivative.exercise_date: The restricted stock units were granted on June 9, 2017 and vest on the one-year anniversary of the grant date.

F3 · derivative.expiration_date: The restricted stock units expire upon the earlier of the settlement of the units and the unitholder's termination of service.

SEC source: 0000899243-18-007302 · doc4.xml · derivative · entry 1

Azelby Robert · CIK 0001656998 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 12,437 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to that certain Agreement and Plan of Merger, dated January 30, 2018, among Seattle Genetics, Inc., Valley Acquisition Sub, Inc., and Cascadian Therapeutics, Inc. (the "Merger Agreement"), the restricted stock units were cancelled in exchange for a cash payment of $124,370.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.

F1 · price: Pursuant to that certain Agreement and Plan of Merger, dated January 30, 2018, among Seattle Genetics, Inc., Valley Acquisition Sub, Inc., and Cascadian Therapeutics, Inc. (the "Merger Agreement"), the restricted stock units were cancelled in exchange for a cash payment of $124,370.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.

F2 · derivative.exercise_date: The restricted stock units were granted on April 3, 2017 and vest on the one-year anniversary of the grant date.

F3 · derivative.expiration_date: The restricted stock units expire upon the earlier of the settlement of the units and the unitholder's termination of service.

SEC source: 0001209191-18-017797 · doc4.xml · derivative · entry 7

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 98,545 shares

Expires 2027-02-06

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F6 · price: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

F6 · derivative.exercise_date: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-017797 · doc4.xml · derivative · entry 6

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 30,002 shares

Expires 2026-11-07

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F6 · price: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

F6 · derivative.exercise_date: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-017797 · doc4.xml · derivative · entry 5

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 93,294 shares

Expires 2025-10-31

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F6 · price: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

F6 · derivative.exercise_date: Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-017797 · doc4.xml · nonDerivative · entry 4

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F4 · shares: Represents performance-based restricted stock awards ("PSAs").

F5 · price: Pursuant to the Merger Agreement, all PSAs will vest as to 50% of the total number of PSAs subject to such awards, and such vested portion will be cancelled and converted into a right to receive an amount in cash equal to the product of (i) such 50% vested portion of the award and (ii) the $87.00. The remaining 50% of the PSAs will be assumed by Parent, provided that the number of shares subject to such PSAs will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement) and the vesting will be adjusted such that (i) 60% of such remaining PSAs will vest on the one-year anniversary of the closing of the Merger and (ii) 40% of such remaining PSAs will vest on the earlier of (A) the second anniversary of the closing of the Merger and (B) the first approval by the U.S. Food and Drug Administration of JCAR017.

SEC source: 0001209191-18-017797 · doc4.xml · nonDerivative · entry 3

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,893

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F2 · shares: Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").

F3 · price: Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-017797 · doc4.xml · nonDerivative · entry 2

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,532

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F2 · shares: Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").

F3 · price: Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-017797 · doc4.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,112

F1 · date: On January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.

F2 · shares: Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").

F3 · price: Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).

SEC source: 0001209191-18-010186 · doc4.xml · nonDerivative · entry 1

Azelby Robert · CIK 0001656998 · EVP & Chief Commercial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,614

F1 · shares: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 20, 2017.