MyoKardia Form 4 / Robert Scott McDowell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McDowell Robert Scott

(Last)

(First)

(Middle)

C/O MYOKARDIA, INC.

1000 SIERRA POINT PARKWAY

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MyoKardia, Inc. [ MYOK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2020		U⁽¹⁾		36,616⁽²⁾	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$0.1838	11/17/2020		D			87,074	⁽³⁾	⁽³⁾	Common Stock	87,074	⁽³⁾	0	D
Stock Option (Right to buy)	$0.3308	11/17/2020		D			40,816	⁽³⁾	⁽³⁾	Common Stock	40,816	⁽³⁾	0	D
Stock Option (Right to buy)	$1.5068	11/17/2020		D			36,735	⁽³⁾	⁽³⁾	Common Stock	36,735	⁽³⁾	0	D
Stock Option (Right to buy)	$9.08	11/17/2020		D			27,211	⁽³⁾	⁽³⁾	Common Stock	27,211	⁽³⁾	0	D
Stock Option (Right to buy)	$12.25	11/17/2020		D			79,850	⁽³⁾	⁽³⁾	Common Stock	79,850	⁽³⁾	0	D
Stock Option (Right to buy)	$13.9	11/17/2020		D			20,000	⁽³⁾	⁽³⁾	Common Stock	20,000	⁽³⁾	0	D
Stock Option (Right to buy)	$52	11/17/2020		D			46,000	⁽³⁾	⁽³⁾	Common Stock	46,000	⁽³⁾	0	D
Stock Option (Right to buy)	$40.11	11/17/2020		D			57,400	⁽³⁾	⁽³⁾	Common Stock	57,400	⁽³⁾	0	D
Stock Option (Right to buy)	$70.4	11/17/2020		D			38,818	⁽³⁾	⁽³⁾	Common Stock	38,818	⁽³⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 3, 2020, by and among the Issuer, Bristol-Myers Squibb Company ("Parent"), and Gotham Merger Sub Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 17, 2020 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $225.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

2. A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the Offer Price.

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and then exercisable for a per share exercise price less than the Offer Price that would be payable in respect of the Shares underlying such Issuer option (was cancelled and automatically converted into solely the right to receive, for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Issuer equal to the excess of (i) the Offer Price over (ii) the per share exercise price of such Issuer option.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Denelle Waynick, as attorney-in-fact	11/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

MyoKardia (MYOK) Form 4MyoKardia / Robert Scott McDowell ownership change