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DENNER ALEXANDER J

Disclosed activity across 10 companies

Tapewire entity
37234
SEC CIK
0001361754

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
BIOGEN INC.BIIB · Entity 1675DirectorJune 15, 2022June 17, 2022
IRONWOOD PHARMACEUTICALS INCIRWD · Entity 5213DirectorSeptember 15, 2026September 17, 2026
Regulus Therapeutics Inc.RGLS · Entity 7803410% ownerDecember 24, 2019January 04, 2020
SEELOS THERAPEUTICS, INC.APRI · Entity 9366210% ownerMarch 21, 2018March 23, 2018
Sarissa Capital Acquisition Corp.SRSA · Entity 14556710% ownerOctober 30, 2020November 03, 2020

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

BIOGEN INC.

Report date June 15, 2022 · Filed June 17, 2022

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect15,099 Reported balance After 2022-06-15 transaction · row 1
1 source row

Row 1 · 2022-06-15 · Grant · Acquired 1,370 · Balance 15,099

Common StockSEC Table I · non-derivativeIndirectSee Footnotes643,000 Reported balance Holding disclosure · report date 2022-06-15 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 643,000

F1: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein.

F2: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own.

Filing footnotes · ownership attribution and instrument terms

F1: Dr. Denner disclaims beneficial ownership of the shares being reported on this Form 4 except to the extent of his pecuniary interest therein.

F2: Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to certain investment funds, including the funds that directly beneficially own the securities reported herein (the "Sarissa Funds"). Alexander Denner is the Chief Investment Officer of Sarissa Capital and controls the ultimate general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own.

IRONWOOD PHARMACEUTICALS INC

Report date September 15, 2026 · Filed September 17, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect327,549 Reported balance After 2026-09-15 transaction · row 1
1 source row

Row 1 · 2026-09-15 · Grant · Acquired 3,694 · Balance 327,549

F1: Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

Filing footnotes · ownership attribution and instrument terms

F1: Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A-2 Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.67IndirectSee Footnotes423,162 Reported balance After 2019-12-24 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2019-12-24 · Purchase · Acquired 423,162 · Balance 423,162

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $6.66 · Expires 2024-12-24IndirectSee Footnotes6,083,471 Reported balance After 2019-12-24 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2019-12-24 · Purchase · Acquired 4,231,620 · Balance 6,083,471

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1.

F2: See Exhibit 99.1.

F3: See Exhibit 99.1.

SEELOS THERAPEUTICS, INC.

Report date March 21, 2018 · Filed March 23, 2018

Jointly reported with Sarissa Capital Management LP, Sarissa Capital Offshore Master Fund LP

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12IndirectSee Footnote0 Reported balance After 2018-03-21 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2018-03-21 · Other · Disposed 653,409 · Balance 0

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $0.71 · Expires 2023-01-12IndirectSee Footnote653,409 Reported balance After 2018-03-21 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2018-03-21 · Other · Acquired 653,409 · Balance 653,409

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Sarissa Capital Acquisition Corp.

Report date October 30, 2020 · Filed November 03, 2020

Jointly reported with Sarissa Capital Acquisition Sponsor LLC, Sarissa Capital Management LP, Sarissa Capital Management GP LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B ordinary sharesSEC Table II · derivative / convertible securityDirect5,000,000 Reported balance After 2020-10-30 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2020-10-30 · Other · Disposed 31,250 · Balance 5,000,000

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F2: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option.

F3: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.

F4: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F2: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option.

F3: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.

F4: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Past disclosures · reporting ended (5)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

ARIAD PHARMACEUTICALS INC

Report date February 16, 2017 · Filed February 16, 2017

Section 16 reporting ended · disclosed 2017-02-16. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2017-02-16 transaction · row 1
1 source row

Row 1 · 2017-02-16 · Disposition to issuer · Disposed 53,173 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F2: The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.

Common StockSEC Table I · non-derivativeIndirectSarissa Capital Domestic Fund LP0 Reported balance After 2017-02-16 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2017-02-16 · Disposition to issuer · Disposed 7,798,665 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Common StockSEC Table I · non-derivativeIndirectSarissa Capital Offshore Master Fund LP0 Reported balance After 2017-02-16 transaction · row 3 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 3 · 2017-02-16 · Disposition to issuer · Disposed 5,051,335 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $8.73Direct0 Reported balance After 2017-02-16 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2017-02-16 · Disposition to issuer · Disposed 75,000 · Balance 0

F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $6.45Direct0 Reported balance After 2017-02-16 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0

F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $4.91Direct0 Reported balance After 2017-02-16 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0

F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

Stock Option (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $23.82Direct0 Reported balance After 2017-02-16 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2017-02-16 · Disposition to issuer · Disposed 25,000 · Balance 0

F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

3.625% Convertible Notes due 2019SEC Table II · derivative / convertible security · Conversion / exercise price $9.30IndirectSarissa Capital Domestic Fund LP0 Reported balance After 2017-02-16 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2017-02-16 · Disposition to issuer · Disposed 5,340,720 · Balance 0

F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

3.625% Convertible Notes due 2019SEC Table II · derivative / convertible security · Conversion / exercise price $9.30IndirectSarissa Capital Offshore Master Fund LP0 Reported balance After 2017-02-16 transaction · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · 2017-02-16 · Disposition to issuer · Disposed 3,459,280 · Balance 0

F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F2: The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.

F3: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

F4: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

F5: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

Bioverativ Inc.

Report date March 08, 2018 · Filed March 08, 2018

Section 16 reporting ended · disclosed 2018-03-08. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2018-03-08 transaction · row 1
1 source row

Row 1 · 2018-03-08 · Disposition to issuer · Disposed 5,001 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.

Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2018-03-08 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2018-03-08 · Disposition to issuer · Disposed 1,165,000 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.

F2: All Shares reported herein are beneficially owned by Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the Shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2018-03-08 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2018-03-08 · Disposition to issuer · Disposed 5,455 · Balance 0

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock.

F4: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

Non-Qualified Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $44.51Direct0 Reported balance After 2018-03-08 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2018-03-08 · Disposition to issuer · Disposed 26,818 · Balance 0

F5: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.

F2: All Shares reported herein are beneficially owned by Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the Shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock.

F4: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

F5: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

Innoviva, Inc.

Report date March 04, 2025 · Filed March 18, 2025 · Amendment

Jointly reported with Sarissa Capital Management LP

Section 16 reporting ended · disclosed 2025-03-18. Current position is not established by this disclosure.

Amendment: balances below belong to this corrected disclosure, not necessarily a complete replacement of earlier positions.

No balance rows disclosed in this filing.

Section 16 reporting ended · disclosed 2021-02-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes20,616,949 Reported balance After 2021-02-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-02-11 · Conversion · Acquired 20,619,949 · Balance 20,616,949

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes10,619,949 Reported balance After 2021-02-11 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2021-02-11 · Sale · Disposed 10,000,000 · Balance 10,619,949

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Ordinary SharesSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2021-02-12 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2021-02-12 · Sale · Disposed 10,619,949 · Balance 0

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

6.500% Exchangeable Senior Subordinated Note due 2025SEC Table II · derivative / convertible security · Expires 2025-01-31IndirectSee Footnotes0 Reported balance After 2021-02-11 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2021-02-11 · Conversion · Disposed 15,000,000 · Balance 0

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.

F2: (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.

F3: Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.

F4: On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.

F5: The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

F6: Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

F7: Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.

MEDICINES CO /DE

Report date January 06, 2020 · Filed January 06, 2020

Section 16 reporting ended · disclosed 2020-01-06. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2020-01-06 transaction · row 1
1 source row

Row 1 · 2020-01-06 · Disposition to issuer · Disposed 85,813 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").

F2: The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.

Common StockSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2020-01-06 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2020-01-06 · Disposition to issuer · Disposed 4,202,000 · Balance 0

F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").

F3: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $32.86Direct0 Reported balance After 2020-01-06 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2020-01-06 · Disposition to issuer · Disposed 27,230 · Balance 0

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $37.22Direct0 Reported balance After 2020-01-06 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2020-01-06 · Disposition to issuer · Disposed 9,700 · Balance 0

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $39.39Direct0 Reported balance After 2020-01-06 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-01-06 · Disposition to issuer · Disposed 8,577 · Balance 0

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $33.86Direct0 Reported balance After 2020-01-06 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2020-01-06 · Disposition to issuer · Disposed 9,141 · Balance 0

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Stock OptionSEC Table II · derivative / convertible security · Conversion / exercise price $34.81Direct0 Reported balance After 2020-01-06 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2020-01-06 · Disposition to issuer · Disposed 13,410 · Balance 0

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").

F2: The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.

F3: The shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed and/or controlled by Sarissa Capital Management LP. Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and controls the general partner of Sarissa Capital Management LP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) these shares. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F4: Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 12, 2018 Filed Jun 14, 2018 22:04 UTC BIOGEN INC. BIIB · Entity 1675 GrantCommon Stock 880 $0.00 $0.00
Disclosure

SEC source: 0001127602-18-020987 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,909

Read SEC document
May 31, 2018 Filed Jun 4, 2018 17:01 UTC MEDICINES CO /DE MDCO · Entity 152552 GrantStock Option (right-to-buy) · Derivative 9,141 $0.00 Strike: $33.86 $0.00
Disclosure

SEC source: 0001179110-18-007960 · edgar.xml · derivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,141

Underlying: Common Stock · 9,141 shares

Expires 2028-05-31

F3 · derivative.exercise_date: The option vests in one installment on May 31, 2019 and was made as part of and pursuant to Issuer's director compensation package.

Read SEC document
May 31, 2018 Filed Jun 4, 2018 17:01 UTC MEDICINES CO /DE MDCO · Entity 152552 GrantCommon Stock 3,766 $0.00 $0.00
Disclosure

SEC source: 0001179110-18-007960 · edgar.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,429

F1 · shares: This restricted stock award vests on May 31, 2019 and was made as part of and pursuant to Issuer's director compensation package.

Read SEC document
April 25, 2018 Filed Apr 27, 2018 11:48 UTC BIOGEN INC. BIIB · Entity 1675 PurchaseCommon Stock 48,000 $269.91 $12,955,680.00
Disclosure

SEC source: 0001127602-18-015376 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 461,858

F1 · ownership.nature: On April 25, 2018, funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds") purchased an aggregate of 48,000 shares of common stock of Biogen Inc. All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by the Sarissa Funds.

F2 · ownership.nature: Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
March 21, 2018 Filed Mar 23, 2018 17:52 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 OtherWarrants to Purchase Common Stock · Derivative 653,409 Not disclosed Strike: $0.71 Not disclosed
Disclosure

SEC source: 0001140361-18-014847 · doc1.xml · derivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 653,409

Underlying: Common Stock · 653,409 shares

Expires 2023-01-12

F1 · kind: See Exhibit 99.1; Note 1.

F2 · price: See Exhibit 99.1; Note 2.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

Read SEC document
March 21, 2018 Filed Mar 23, 2018 17:52 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 OtherWarrants to Purchase Common Stock · Derivative 653,409 Not disclosed Strike: $0.71 Not disclosed
Disclosure

SEC source: 0001140361-18-014847 · doc1.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 653,409 shares

Expires 2023-01-12

F1 · kind: See Exhibit 99.1; Note 1.

F2 · price: See Exhibit 99.1; Note 2.

F3 · ownership.nature: See Exhibit 99.1; Note 3.

Read SEC document
March 08, 2018 Filed Mar 8, 2018 17:12 UTC Bioverativ Inc. BIVV · Entity 168487 Disposition to issuerNon-Qualified Stock Option · Derivative 26,818 Not disclosed Strike: $44.51 Not disclosed
Disclosure

SEC source: 0001127602-18-010651 · form4.xml · derivative · entry 4

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 26,818 shares

Expires not disclosed

F5 · shares: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

F5 · price: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

F5 · derivative.exercise_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

F5 · derivative.expiration_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Offer, whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $105.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

Read SEC document
March 08, 2018 Filed Mar 8, 2018 17:12 UTC Bioverativ Inc. BIVV · Entity 168487 Disposition to issuerRestricted Stock Units · Derivative 5,455 Not disclosed Not disclosed
Disclosure

SEC source: 0001127602-18-010651 · form4.xml · derivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,455 shares

Expires not disclosed

F3 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one Share of the issuer's common stock.

F4 · shares: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

F4 · price: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $105.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $105.00 for each Share underlying the RSU, less any required withholding taxes.

Read SEC document
March 08, 2018 Filed Mar 8, 2018 17:12 UTC Bioverativ Inc. BIVV · Entity 168487 Disposition to issuerCommon Stock 1,165,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001127602-18-010651 · form4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.

F2 · ownership.nature: All Shares reported herein are beneficially owned by Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the Shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

Read SEC document
March 08, 2018 Filed Mar 8, 2018 17:12 UTC Bioverativ Inc. BIVV · Entity 168487 Disposition to issuerCommon Stock 5,001 Not disclosed Not disclosed
Disclosure

SEC source: 0001127602-18-010651 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (the "Merger Agreement"), between the Company, Sanofi, a French soci?t? anonyme (the "Parent"), and Blink Acquisition Corp. ("Merger Sub"), on March 8, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $105.00 in cash.

Read SEC document
January 31, 2018 Filed Feb 2, 2018 22:16 UTC Bioverativ Inc. BIVV · Entity 168487 GrantRestricted Stock Units · Derivative 5,455 $0.00 $0.00
Disclosure

SEC source: 0001127602-18-003812 · form4.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,455

Underlying: Common Stock · 5,455 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

F2 · derivative.exercise_date: The restricted stock units vest in full on the first anniversary of the date of grant.

F2 · derivative.expiration_date: The restricted stock units vest in full on the first anniversary of the date of grant.

Read SEC document
November 29, 2017 Filed Nov 30, 2017 12:30 UTC BIOGEN INC. BIIB · Entity 1675 PurchaseCommon Stock 10,000 $319.84 $3,198,400.00
Disclosure

SEC source: 0000899243-17-027610 · doc4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 413,858

F1 · ownership.nature: On November 28, 2017 and November 29, 2017, funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds") purchased an aggregate of 20,000 shares and 10,000 shares, respectively, of common stock of Biogen Inc. All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by the Sarissa Funds.

F2 · ownership.nature: Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
November 29, 2017 Filed Nov 30, 2017 07:30 UTC MEDICINES CO /DE MDCO · Entity 152552 PurchaseCommon Stock 170,000 $30.03 $5,105,100.00
Disclosure

SEC source: 0000899243-17-027611 · doc4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,922,000

F1 · ownership.nature: On November 29, 2017, funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds") purchased an aggregate of 170,000 shares of common stock of The Medicines Company. All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by the Sarissa Funds.

F2 · ownership.nature: Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
November 28, 2017 Filed Nov 30, 2017 12:30 UTC BIOGEN INC. BIIB · Entity 1675 PurchaseCommon Stock 20,000 $316.12 $6,322,400.00
Disclosure

SEC source: 0000899243-17-027610 · doc4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 403,858

F1 · ownership.nature: On November 28, 2017 and November 29, 2017, funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds") purchased an aggregate of 20,000 shares and 10,000 shares, respectively, of common stock of Biogen Inc. All of the shares reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by the Sarissa Funds.

F2 · ownership.nature: Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
August 31, 2017 Filed Sep 1, 2017 01:45 UTC BIOGEN INC. BIIB · Entity 1675 GrantCommon Stock 933 $316.56 $295,350.48
Disclosure

SEC source: 0001140361-17-034050 · doc1.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 383,858

F1 · shares: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of Biogen Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of Biogen Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Read SEC document
August 31, 2017 Filed Aug 31, 2017 21:50 UTC MEDICINES CO /DE MDCO · Entity 152552 GrantCommon Stock 7,146 $36.69 $262,186.74
Disclosure

SEC source: 0001140361-17-034054 · doc1.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,752,000

F1 · shares: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of The Medicines Company through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of The Medicines Company through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Read SEC document
August 31, 2017 Filed Sep 1, 2017 01:47 UTC Bioverativ Inc. BIVV · Entity 168487 GrantCommon Stock 932 $56.69 $52,835.08
Disclosure

SEC source: 0001140361-17-034051 · doc1.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,165,000

F1 · shares: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of Bioverativ Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock of Bioverativ Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that Sarissa Offshore directly beneficially owns. Dr. Denner disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Read SEC document
August 31, 2017 Filed Sep 1, 2017 16:26 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 PurchaseWarrants to purchase Common Stock · Derivative 2,835 Not disclosed Strike: $8.80 Not disclosed
Disclosure

SEC source: 0001140361-17-034162 · doc1.xml · derivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Domestic Fund LP · CIK 0001575277 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 672,453

Underlying: Common Stock · 2,835 shares

Expires 2023-03-03

F3 · price: The shares of common stock and warrant reported herein were acquired at the per share price referred to above.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein.

Read SEC document
August 31, 2017 Filed Sep 1, 2017 16:26 UTC SEELOS THERAPEUTICS, INC. APRI · Entity 93662 PurchaseCommon Stock 6,104 $1.63 $9,949.52
Disclosure

SEC source: 0001140361-17-034162 · doc1.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

Sarissa Capital Domestic Fund LP · CIK 0001575277 · 10% owner

Sarissa Capital Offshore Master Fund LP · CIK 0001577530 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,447,906

F1 · shares: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F1 · ownership.nature: On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.

F2 · ownership.nature: All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein.

Read SEC document
June 07, 2017 Filed Jun 9, 2017 21:45 UTC BIOGEN INC. BIIB · Entity 1675 GrantCommon Stock 1,055 $0.00 $0.00
Disclosure

SEC source: 0001127602-17-021094 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,029

Read SEC document
May 30, 2017 Filed Jun 1, 2017 21:16 UTC Bioverativ Inc. BIVV · Entity 168487 PurchaseCommon Stock 90,000 $55.93 $5,033,475.00
Disclosure

SEC source: 0001127602-17-020070 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,165,000

F1 · shares: On May 30, 2017, each of Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic") and Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempt limited partnership ("Sarissa Offshore" and together with Sarissa Domestic, the "Sarissa Funds"), purchased an aggregate of 78,300 and 11,700 shares, respectively, of common stock of Bioverativ Inc.

F2 · price: This represents the weighted average price for shares purchased at a range between $55.8993 (low) and $55.95 (high). Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer or a security holder of the issuer.

F3 · ownership.nature: Includes (i) 973,771 shares beneficially owned by Sarissa Domestic and (ii) 191,229 shares beneficially owned by Sarissa Offshore.

F4 · ownership.nature: Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
May 26, 2017 Filed May 26, 2017 23:20 UTC Bioverativ Inc. BIVV · Entity 168487 PurchaseCommon Stock 450,000 $57.21 $25,745,130.00
Disclosure

SEC source: 0001127602-17-019588 · form4.xml · nonDerivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,075,000

F3 · shares: On May 26, 2017, each of Sarissa Domestic and Sarissa Offshore purchased an aggregate of 391,500 and 58,500 shares, respectively, of common stock of Bioverativ Inc.

F4 · price: Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer or a security holder of the issuer.

F7 · price: This represents the weighted average price for shares purchased at a range between $57.1471 (low) and $57.5297 (high).

F10 · ownership.nature: Includes (i) 895,471 shares beneficially owned by Sarissa Domestic and (ii) 179,529 shares beneficially owned by Sarissa Offshore.

F11 · ownership.nature: Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Read SEC document
May 25, 2017 Filed May 26, 2017 23:20 UTC Bioverativ Inc. BIVV · Entity 168487 PurchaseCommon Stock 130,000 $54.98 $7,147,907.00
Disclosure

SEC source: 0001127602-17-019588 · form4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 625,000

F2 · shares: On May 25, 2017, each of Sarissa Domestic and Sarissa Offshore purchased an aggregate of 113,100 and 16,900 shares, respectively, of common stock of Bioverativ Inc.

F4 · price: Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer or a security holder of the issuer.

F6 · price: This represents the weighted average price for shares purchased at a range between $54.9826 (low) and $54.9994 (high).

F9 · ownership.nature: Includes (i) 503,971 shares beneficially owned by Sarissa Domestic and (ii) 121,029 shares beneficially owned by Sarissa Offshore.

F11 · ownership.nature: Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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May 25, 2017 Filed May 30, 2017 20:00 UTC MEDICINES CO /DE MDCO · Entity 152552 GrantStock Option (right-to-buy · Derivative 8,577 $0.00 Strike: $39.39 $0.00
Disclosure

SEC source: 0001179110-17-008224 · edgar.xml · derivative · entry 4

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,577

Underlying: Common Stock · 8,577 shares

Expires 2027-05-25

F2 · derivative.exercise_date: This option vests in one installment on May 25, 2018 and is made as part of and pursuant to Issuer's director compensation package.

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May 25, 2017 Filed May 30, 2017 20:00 UTC MEDICINES CO /DE MDCO · Entity 152552 GrantCommon Stock 3,237 $0.00 $0.00
Disclosure

SEC source: 0001179110-17-008224 · edgar.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,663

F1 · shares: This restricted stock award vests on May 25, 2018 and is made as part of and pursuant to Issuer's director compensation package.

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May 24, 2017 Filed May 26, 2017 23:20 UTC Bioverativ Inc. BIVV · Entity 168487 PurchaseCommon Stock 340,000 $54.16 $18,414,400.00
Disclosure

SEC source: 0001127602-17-019588 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 495,000

F1 · shares: On May 24, 2017, each of Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic") and Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempt limited partnership ("Sarissa Offshore" and together with Sarissa Domestic, the "Sarissa Funds"), purchased an aggregate of 295,800 and 44,200 shares, respectively, of common stock of Bioverativ Inc.

F4 · price: Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer or a security holder of the issuer.

F5 · price: This represents the weighted average price for shares purchased at a range between $54.0278 (low) and $54.2631 (high).

F8 · ownership.nature: Includes (i) 390,871 shares beneficially owned by Sarissa Domestic and (ii) 104,129 shares beneficially owned by Sarissa Offshore.

F11 · ownership.nature: Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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April 27, 2017 Filed May 1, 2017 21:47 UTC BIOGEN INC. BIIB · Entity 1675 PurchaseCommon Stock 58,858 $278.48 $16,390,775.84
Disclosure

SEC source: 0001127602-17-016142 · form4.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 383,858

F1 · shares: On April 27, 2017, Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), purchased an aggregate of 73,858 shares of common stock of Biogen Inc.

F3 · ownership.nature: Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownerhip of these shares except to the extent of his pecuniary interest therein.

F4 · ownership.nature: Includes (i) 264,000 shares beneficially owned by Sarissa Domestic and (ii) 119,858 shares beneficially owned by Sarissa Offshore.

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April 27, 2017 Filed May 1, 2017 21:47 UTC BIOGEN INC. BIIB · Entity 1675 PurchaseCommon Stock 15,000 $278.58 $4,178,700.00
Disclosure

SEC source: 0001127602-17-016142 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 325,000

F1 · shares: On April 27, 2017, Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), purchased an aggregate of 73,858 shares of common stock of Biogen Inc.

F2 · ownership.nature: Includes (i) 205,142 shares beneficially owned by Sarissa Domestic and (ii) 119,858 shares beneficially owned by Sarissa Capital Offshore Master Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore" and together with Sarissa Domestic, the "Sarissa Funds"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds.

F3 · ownership.nature: Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownerhip of these shares except to the extent of his pecuniary interest therein.

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April 17, 2017 Filed Apr 17, 2017 20:18 UTC Bioverativ Inc. BIVV · Entity 168487 GrantCommon Stock 1,056 $56.83 $60,012.48
Disclosure

SEC source: 0001127602-17-014850 · form4.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,001

F1 · shares: The common stock was issued to the reporting person pursuant to the 2017 Non-Employee Directors Plan in lieu of an annual retainer fee of $60,000.

F2 · balance_after: Includes 3,945 shares of common stock acquired in a pro rata distribution by Biogen in connection with the spin off of Bioverativ by Biogen on February 1, 2017.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuer3.625% Convertible Notes due 2019 · Derivative 3,459,280 $0.00 Strike: $9.30 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 9

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Sarissa Capital Offshore Master Fund LP

Disclosed balance after: 0

Underlying: Common Stock · 3,459,280 shares

Expires not disclosed

F5 · derivative.exercise_date: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F5 · derivative.expiration_date: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F3 · ownership.nature: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuer3.625% Convertible Notes due 2019 · Derivative 5,340,720 $0.00 Strike: $9.30 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 8

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Sarissa Capital Domestic Fund LP

Disclosed balance after: 0

Underlying: Common Stock · 5,340,720 shares

Expires not disclosed

F5 · derivative.exercise_date: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F5 · derivative.expiration_date: The reporting person is an indirect beneficial owner of the reported number of 3.635% Convertible Senior Notes due 2019 (the "Convertible Notes"). Following the consummation of the Merger, the Convertible Notes are solely convertible into $2,580.228 in cash (without interest) per $1,000 principal amount of Notes. However, if any of the Convertible Notes are converted on or after the date the Issuer gives notice of the occurrence of the Effective Date (as defined in the Indenture, dated as of June 17, 2014, between the Issuer and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Indenture")) applicable to the Merger, and on or prior to 5:00 p.m. New York City time on the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) applicable to the Merger, the reporting person shall be entitled to receive, upon conversion, $2,592.0216 (without interest) per $1,000 principal amount of Convertible Notes.

F3 · ownership.nature: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerStock Option (Right to Buy) · Derivative 25,000 $0.00 Strike: $23.82 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 7

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 25,000 shares

Expires not disclosed

F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerStock Option (Right to Buy) · Derivative 25,000 $0.00 Strike: $4.91 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 6

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 25,000 shares

Expires not disclosed

F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerStock Option (Right to Buy) · Derivative 25,000 $0.00 Strike: $6.45 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 5

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 25,000 shares

Expires not disclosed

F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerStock Option (Right to Buy) · Derivative 75,000 $0.00 Strike: $8.73 $0.00
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · derivative · entry 4

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 75,000 shares

Expires not disclosed

F4 · derivative.exercise_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

F4 · derivative.expiration_date: Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerCommon Stock 5,051,335 Not disclosed Not disclosed
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · nonDerivative · entry 3

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Sarissa Capital Offshore Master Fund LP

Disclosed balance after: 0

F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F3 · ownership.nature: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerCommon Stock 7,798,665 Not disclosed Not disclosed
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Sarissa Capital Domestic Fund LP

Disclosed balance after: 0

F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F3 · ownership.nature: The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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February 16, 2017 Filed Feb 16, 2017 14:14 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 Disposition to issuerCommon Stock 53,173 Not disclosed Not disclosed
Disclosure

SEC source: 0000884731-17-000047 · wf-form4_148727244138246.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · price: Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.

F2 · price: The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.

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February 14, 2017 Filed Feb 16, 2017 21:42 UTC Bioverativ Inc. BIVV · Entity 168487 GrantNon-Qualified Stock Option · Derivative 26,770 $0.00 Strike: $44.51 $0.00
Disclosure

SEC source: 0001127602-17-006626 · form4.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,770

Underlying: Common Stock · 26,770 shares

Expires 2027-02-14

F1 · derivative.exercise_date: This option vests in three equal annual installments beginning on February 14, 2018.

Read SEC document
February 14, 2017 Filed Mar 27, 2017 20:17 UTC Amendment Bioverativ Inc. BIVV · Entity 168487 GrantNon-Qualified Stock Option · Derivative 26,818 $0.00 Strike: $44.51 $0.00
Disclosure

SEC source: 0001127602-17-012938 · form4a.xml · derivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,818

Underlying: Common Stock · 26,818 shares

Expires 2027-02-14

F1 · shares: The number of derivative securities acquired, the amount or number of shares and the number of derivative securities beneficially owned following the reported transaction have been amended from the original filing.

F2 · derivative.exercise_date: This option vests in three equal annual installments beginning on February 14, 2018.

F1 · derivative.underlying_shares: The number of derivative securities acquired, the amount or number of shares and the number of derivative securities beneficially owned following the reported transaction have been amended from the original filing.

F1 · balance_after: The number of derivative securities acquired, the amount or number of shares and the number of derivative securities beneficially owned following the reported transaction have been amended from the original filing.

Read SEC document
January 31, 2017 Filed Feb 2, 2017 09:39 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 GrantEmployee Stock Option (Right to Buy) · Derivative 25,000 $23.82 Strike: $23.82 $595,500.00
Disclosure

SEC source: 0001361754-17-000011 · wf-form4_148604637777089.xml · derivative · entry 5

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Common Stock · 25,000 shares

Expires 2027-01-31

F4 · derivative.exercise_date: The stock options granted under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy vest as to approximately one-fourth of the shares underlying the options on the last business day of each calendar quarter in 2017, subject to the terms of the award.

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January 31, 2017 Filed Feb 2, 2017 09:39 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 GrantCommon Stock 12,500 $0.00 $0.00
Disclosure

SEC source: 0001361754-17-000011 · wf-form4_148604637777089.xml · nonDerivative · entry 2

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,173

F2 · kind: Represents restricted stock units ("RSUs") granted under our 2014 Long-Term Incentive Plan, as amended, and our director compensation policy. The RSUs vest as to approximately one-fourth of the shares underlying the RSUs on the last business day of each calendar quarter in 2017, subject to the terms of the award.

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January 31, 2017 Filed Feb 2, 2017 09:39 UTC ARIAD PHARMACEUTICALS INC ARIA · Entity 134569 GrantCommon Stock 5,508 $0.00 $0.00
Disclosure

SEC source: 0001361754-17-000011 · wf-form4_148604637777089.xml · nonDerivative · entry 1

DENNER ALEXANDER J · CIK 0001361754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,673

F1 · kind: Represents shares of restricted stock granted in lieu of the annual cash retainer under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy. The shares are subject to a lapsing right of repurchase by the Company that lapses as to approximately one-fourth of the shares on the last business day of each calendar quarter in 2017, subject to the terms of the award.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.