BAUM CHARLES M

Row 1 · 2019-07-30 · Other · Disposed 15,000 · 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 validly tendered for $48.00 per share in cash, 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 validly tendered for $48.00 per share in cash, 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 October 26, 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 25, 2019.

Row 1 · 2020-10-23 · Disposition to issuer · Disposed 9,667 · Balance 0

F1: In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was automatically cancelled and converted into the right to receive $88.00 in cash (the "Offer Price"), without interest and subject to required withholding taxes.

Row 2 · 2020-10-23 · Disposition to issuer · Disposed 46,117 · Balance 0

F2: 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.

Row 3 · 2020-10-23 · Disposition to issuer · Disposed 3,718 · Balance 0

F3: 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.

Row 1 · 2024-01-23 · Disposition to issuer · Disposed 123,389 · Balance 114,482

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. The number of shares of Company Common Stock (as defined below) reported in this Form 4 has been adjusted to account for a reconciliation of the Issuer's records in connection with the Merger.

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 94,057 · Balance 20,425

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 20,425 · 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 100,273 · 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 5 · 2024-01-23 · Disposition to issuer · Disposed 69,258 · 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 6 · 2024-01-23 · Disposition to issuer · Disposed 81,458 · 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 7 · 2024-01-23 · Disposition to issuer · Disposed 111,652 · 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 8 · 2024-01-23 · Disposition to issuer · Disposed 178,052 · 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 9 · 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 10 · 2024-01-23 · Disposition to issuer · Disposed 1,559 · Balance 0

F6: Pursuant to the Merger Agreement, at the Effective Time, each 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 that was equal to or greater than the Closing Consideration, but was less than the sum of the Closing Consideration and the maximum amount payable in respect of one CVR (the "Maximum Total Consideration"), was cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the sum of (i) the Closing Consideration plus (ii) the actual Milestone Payment, if any, made in respect of one CVR over (y) the Per Share Exercise Price, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

F7: Such payment will be made if, and only if, a Milestone Payment is made in respect of a CVR and will be made at the same time the Milestone Payment is made to holders of CVRs. If the CVR is terminated or expires without payment, no payment will be made with respect to any such Company Option.

Row 11 · 2024-01-23 · Disposition to issuer · Disposed 168,441 · Balance 0

F6: Pursuant to the Merger Agreement, at the Effective Time, each 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 that was equal to or greater than the Closing Consideration, but was less than the sum of the Closing Consideration and the maximum amount payable in respect of one CVR (the "Maximum Total Consideration"), was cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the sum of (i) the Closing Consideration plus (ii) the actual Milestone Payment, if any, made in respect of one CVR over (y) the Per Share Exercise Price, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

F7: Such payment will be made if, and only if, a Milestone Payment is made in respect of a CVR and will be made at the same time the Milestone Payment is made to holders of CVRs. If the CVR is terminated or expires without payment, no payment will be made with respect to any such Company Option.

Row 1 · 2025-01-08 · Other · Disposed 78,600 · Balance 0

F1: Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 25, 2024, by and among Poseida Therapeutics, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Blue Giant Acquisition Corp., a wholly owned subsidiary of Parent ("Merger Sub"). On January 8, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $9.00 per Share in cash (the "Cash Amount"), and (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $4.00 per Share, [continues to Footnote 2]

F2: [continues from Footnote 1] in cash, upon the achievement of specified milestones, subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price.

Row 2 · 2025-01-08 · Disposition to issuer · Disposed 57,000 · Balance 0

F3: As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount, but less than $13.00 (any such option, an "Underwater Option"), [continues to Footnote 4]

F4: [Continues from Footnote 3] such Underwater Option was not entitled to any payment of the Cash Amount in respect thereof and each Underwater Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Underwater Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (a) the total number of Shares underlying such Underwater Option, multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the amount of such milestone payment plus the amount of any other milestone payments that previously became due and payable under the terms of the CVR Agreement exceeds (2) the exercise price per Share with respect to such Underwater Option plus the Milestone Payment Amounts (as such term is defined in the CVR Agreement), [continues to Footnote 5]

F5: [Continues from Footnote 4] if any, previously paid pursuant to the CVR Agreement in respect of each CVR granted in respect of such Underwater Option; provided further, that any Option with an exercise price that was equal to or greater than $13.00, was cancelled immediately prior to the effective time of the Merger without any payment being made in respect thereof.

Row 3 · 2025-01-08 · Disposition to issuer · Disposed 27,350 · Balance 0

F3: As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount, but less than $13.00 (any such option, an "Underwater Option"), [continues to Footnote 4]

F4: [Continues from Footnote 3] such Underwater Option was not entitled to any payment of the Cash Amount in respect thereof and each Underwater Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Underwater Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (a) the total number of Shares underlying such Underwater Option, multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the amount of such milestone payment plus the amount of any other milestone payments that previously became due and payable under the terms of the CVR Agreement exceeds (2) the exercise price per Share with respect to such Underwater Option plus the Milestone Payment Amounts (as such term is defined in the CVR Agreement), [continues to Footnote 5]

F5: [Continues from Footnote 4] if any, previously paid pursuant to the CVR Agreement in respect of each CVR granted in respect of such Underwater Option; provided further, that any Option with an exercise price that was equal to or greater than $13.00, was cancelled immediately prior to the effective time of the Merger without any payment being made in respect thereof.

Row 4 · 2025-01-08 · Disposition to issuer · Disposed 27,350 · Balance 0

F3: As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount, but less than $13.00 (any such option, an "Underwater Option"), [continues to Footnote 4]

F4: [Continues from Footnote 3] such Underwater Option was not entitled to any payment of the Cash Amount in respect thereof and each Underwater Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Underwater Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (a) the total number of Shares underlying such Underwater Option, multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the amount of such milestone payment plus the amount of any other milestone payments that previously became due and payable under the terms of the CVR Agreement exceeds (2) the exercise price per Share with respect to such Underwater Option plus the Milestone Payment Amounts (as such term is defined in the CVR Agreement), [continues to Footnote 5]

F5: [Continues from Footnote 4] if any, previously paid pursuant to the CVR Agreement in respect of each CVR granted in respect of such Underwater Option; provided further, that any Option with an exercise price that was equal to or greater than $13.00, was cancelled immediately prior to the effective time of the Merger without any payment being made in respect thereof.