Item 1.02. Termination of Material Definitive Agreement

Effective as of November 17, 2020 and contingent upon the consummation of the Merger, the Company terminated the MyoKardia, Inc. 2012 Equity Incentive Plan, the MyoKardia, Inc. 2015 Stock Option and Incentive Plan (except to the extent applicable to the Company PSU awards that were converted under the terms of the Merger Agreement), and the MyoKardia, Inc. Amended and Restated Employee Stock Purchase Plan.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on November 17, 2020, Merger Sub irrevocably accepted for payment all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer on or prior to the expiration of the Offer. On November 17, 2020, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

The aggregate consideration payable by Merger Sub to acquire the shares of Company Common Stock in the Offer and the Merger, together with the amounts payable in respect of equity awards of the Company outstanding immediately prior to the Effective Time, is approximately $13.1 billion. Parent and its controlled affiliates advanced to Merger Sub the funds necessary to consummate the Offer and the Merger and to pay the related fees and expenses.

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 notified The Nasdaq Global Select Market ("NASDAQ") of the consummation of the Merger and requested that NASDAQ (i) halt trading in the shares of Company Common Stock, (ii) suspend trading of and delist the shares of Company Common Stock and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all shares of Company Common Stock from NASDAQ and the deregistration of such shares of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). NASDAQ filed the Form 25 with the SEC on November 17, 2020 and trading of the shares of Company Common Stock was suspended effective as of prior to the open of business on November 17, 2020. In addition, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the shares of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Company Common Stock.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The information set forth in the Introductory Note and Items 2.01 and 5.02 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 accordance with the Merger Agreement, at the Effective Time, each of Sunil Agarwal, M.D., Mary Cranston, Tassos Gianakakos, David Meeker, M.D., Mark Perry, Kimberly Popovits and Wendy Yarno resigned from the board of directors of the Company. Effective immediately following these resignations, Elizabeth Mily, Jeffrey Galik and Brian Heaphy became the directors of the Company. Information about Ms. Mily, Mr. Galik and Mr. Heaphy is contained in the Offer to Purchase, dated October 19, 2020, filed by Parent and Merger Sub as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on October 19, 2020, which information is incorporated herein by reference. In addition, as of the Effective Time, the Company's Board of Directors appointed Ms. Mily as President, Sophia Park as Vice President, Lisa Goldey as Vice President, Mr. Galik as Vice President and Treasurer, Katherine R. Kelly as Vice President and Secretary and Elisabeth Bradley as Assistant Secretary.

In connection with the Merger, the Company entered into make-whole agreements with its executive officers, providing that each executive officer is entitled to receive a make-whole payment, in the event that any compensation, payment, award, benefit or distribution (or any acceleration of any compensation, payment, award, benefit or distribution) paid or payable or distributed or distributable to such executive officer in connection with the Merger becomes subject to the excise tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended. The make-whole payments would generally be paid to the relevant taxing authorities to place the executive officers in the same after-tax position as if such excise tax did not apply to them. A summary of the make-whole agreements is set forth in Item 3 under the heading "Arrangements with the Company's Executive Officers and Directors-Make Whole Agreements" in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on October 19, 2020 (the "Schedule 14D-9"), which summary is incorporated herein by reference.

Also in connection with the Merger, the Company entered into a letter agreement with Jake Bauer, Chief Business Officer of the Company, that entitles him to receive a lump sum cash retention bonus upon satisfaction of certain conditions, as summarized in Item 3 of the Schedule 14D-9 under the heading "Arrangements with the Company's Executive Officers and Directors-Retention Bonus," which summary 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, at the effective time of the Merger, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 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 October 3, 2020, by and
            among Bristol-Myers Squibb Company, Gotham Merger Sub Inc. and
            MyoKardia, Inc. (incorporated herein by reference to Exhibit 2.1 to
            the Company's Current Report on Form 8-K filed with the SEC on
            October 5, 2020)

 3.1          Amended and Restated Certificate of Incorporation of MyoKardia, Inc.
            (filed herewith)

 3.2          Second Amended and Restated Bylaws of MyoKardia, Inc. (filed
            herewith)

10.1          Form of Make-Whole Agreement between MyoKardia, Inc. and each of its
            executive officers (incorporated herein by reference to Exhibit
            (e)(18) to the Company's Solicitation/Recommendation Statement on
            Schedule 14D-9 filed with the SEC on October 19, 2020)

 104        Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




*   Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
    Company hereby undertakes to furnish supplemental copies of any of the
    omitted schedules upon request by the SEC; provided, however, that the
    Company may request confidential treatment pursuant to Rule 24b-2 of the
    Exchange Act for any schedules so furnished.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses