Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on April 7, 2020, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. Shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the stockholders of the Company required to consummate the Merger. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $4.9 billion, without giving effect to related transaction fees and expenses. Parent provided Purchaser with the necessary funds to fund the Offer and the Merger through cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company (i) notified NASDAQ of the consummation of the Merger and (ii) requested that NASDAQ (A) suspend trading of the Shares effective before the opening of trading on April 7, 2020 and (B) file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file with the Securities and Exchange Commission a Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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Item 5.01. Changes in Control of Registrant

The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Merger, at the effective time of the Merger, each of the directors of the Company (Kristine M. Ball, Jeffrey W. Bird M.D., Ian T. Clark, Dennis J. Henner, Ph.D., Ravindra Majeti, M.D., Mark A. McCamish, M.D. and Irving L. Weissman, M.D.) resigned as directors of the Company and from all committees of the board of directors of the Company.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the directors and officers of Purchaser as of immediately prior to the effective time of the Merger became the directors and officers of the Surviving Company. Andrew D. Dickinson assumed the roles of director and President and Treasurer of the Surviving Company, Brett A. Pletcher assumed the roles of director and Secretary of the Surviving Company and Christina Carlson assumed the roles of director and Assistant Secretary of the Surviving Company.

Information about Mr. Dickinson and Mr. Pletcher is contained in the Offer to Purchase, dated March 10, 2020, filed by Gilead and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on March 10, 2020, which information is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's amended and restated certificate of incorporation and the Company's amended and restated bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit                                  Description

  2.1*        Agreement and Plan of Merger, dated as of March 1, 2020, by and
            among Forty Seven, Inc., Gilead Sciences, Inc. and Toro Merger
            Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current
            Report on Form 8-K filed by the Company on March 2, 2020).
  3.1         Amended and Restated Certificate of Incorporation of the Company.
  3.2         Amended and Restated Bylaws of the Company.

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* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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