Sharp Shalini

Row 1 · 2019-07-30 · Disposition to issuer · Disposed 5,000 · Balance 5,000

F1: On June 14, 2019, Array BioPharma Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc. ("Pfizer") and Arlington Acquisition Sub Inc., a wholly owned subsidiary of Pfizer ("Purchaser"). Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.

F2: On July 30, 2019, 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 and becoming a wholly-owned subsidiary of Pfizer. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.

Row 2 · 2019-07-30 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: On June 14, 2019, Array BioPharma Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc. ("Pfizer") and Arlington Acquisition Sub Inc., a wholly owned subsidiary of Pfizer ("Purchaser"). Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.

F2: On July 30, 2019, 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 and becoming a wholly-owned subsidiary of Pfizer. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $48.00, without interest and subject to any required withholding of taxes.

F3: Represents shares of Company common stock underlying each restricted stock unit (a "Company RSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $48.00 and (ii) the number of shares of Company common stock subject to such Company RSU.

Row 3 · 2019-07-30 · Disposition to issuer · Disposed 25,000 · Balance 0

F5: Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.

F4: The option provided for vesting in four equal annual installments beginning on April 27, 2018.

Row 4 · 2019-07-30 · Disposition to issuer · Disposed 25,000 · Balance 0

F5: Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.

F6: The option provided for vesting in four equal annual installments beginning on October 26, 2018.

Row 5 · 2019-07-30 · Disposition to issuer · Disposed 25,000 · Balance 0

F5: Represents shares of Company common stock underlying compensatory options to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $48.00 (each, an "In the Money Option"). Pursuant to the terms of the Merger Agreement, each In the Money Option held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $48.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.

F7: The option provided for vesting in four equal annual installments beginning on October 25, 2019.

Row 1 · 2024-01-23 · Disposition to issuer · Disposed 4,162 · Balance 12,060

F1: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 8, 2023, among the Issuer, Bristol-Myers Squibb Company ("BMS"), and Vineyard Merger Sub Inc., a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 23, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of BMS.

F2: At the Effective Time, each issued and outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive (A) $58.00 per share in cash (the "Closing Consideration") and (B) one contingent value right (a "CVR"), which represents the right to receive the Milestone Payment (as such term is defined in the CVR Agreement, which is itself defined in the Merger Agreement) (the consideration contemplated by (A) and (B), together, the "Merger Consideration"), without interest and subject to any withholding taxes.

Row 2 · 2024-01-23 · Disposition to issuer · Disposed 5,252 · Balance 6,808

F3: Pursuant to the Merger Agreement, at the Effective Time, each of these restricted stock units ("RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration in respect of each such RSU.

Row 3 · 2024-01-23 · Disposition to issuer · Disposed 6,808 · Balance 0

F4: Pursuant to the Merger Agreement and the Company Equity Plans (as such term is defined in the Merger Agreement), at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash award of BMS in an amount equal to the product of the number of restricted stock units subject to such RSU immediately prior to the Effective Time and the last trading price of a share of Company Common Stock before the Effective Time (the "Converted Cash Award"). Following the Effective Time, the Converted Cash Award will be subject to the same terms and conditions applicable to such Issuer RSUs, including with respect to vesting.

Row 4 · 2024-01-23 · Disposition to issuer · Disposed 7,520 · Balance 0

F5: Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price ("Per Share Exercise Price") that was less than the Closing Consideration, was cancelled and converted into the right to receive the sum of (A) a cash payment, without interest, equal to (x) the excess of (1) the Closing Consideration over (2) the Per Share Exercise Price, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting) and (B) one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

Row 1 · 2021-02-10 · Exercise / conversion · Acquired 25,000 · Balance 25,000

F1: Each share of Class B Common Stock owned prior to the consummation of the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea Acquisition Corp. ("Panacea"), Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (such transaction, the "Business Combination"), was converted into one share of Class A Common Stock; the Class B Common Stock was convertible at any time at the election of the holder (or would have automatically converted at the time of the issuer's initial business combination if not yet converted at such time) with no expiration date.

Row 2 · 2021-02-10 · Grant · Acquired 10,000 · Balance 35,000

F2: Acquired pursuant to one of a number of subscription agreements that Panacea entered into with various investors pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of 47,655,000 shares of Class A Common Stock at a price of $10.00 per share.

Row 3 · 2021-02-10 · Exercise / conversion · Disposed 25,000 · Balance 0

F1: Each share of Class B Common Stock owned prior to the consummation of the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Panacea Acquisition Corp. ("Panacea"), Panacea Merger Subsidiary Corp., a direct, wholly-owned subsidiary of Panacea ("Merger Sub"), and Nuvation Bio Inc. ("Legacy Nuvation") pursuant to which, as a result of a merger between Legacy Nuvation and Merger Sub, Legacy Nuvation became a direct, wholly-owned subsidiary of Panacea, which subsequently changed its name to Nuvation Bio Inc. (such transaction, the "Business Combination"), was converted into one share of Class A Common Stock; the Class B Common Stock was convertible at any time at the election of the holder (or would have automatically converted at the time of the issuer's initial business combination if not yet converted at such time) with no expiration date.