Blueprint Medicines Corporation

07/21/2025 | Press release | Distributed by Public on 07/21/2025 17:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Borisy Alexis
2. Issuer Name and Ticker or Trading Symbol
Blueprint Medicines Corp [BPMC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BLUEPRINT MEDICINES CORPORATION, 45 SIDNEY STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025
(Street)
CAMBRIDGE, MA 02139
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/17/2025 D(1)(2) 3,902 D (3) 74,160 D
Common Stock 07/17/2025 U(1)(2) 74,160 D (4) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $69.79 07/17/2025 D(1)(2) 7,500 (5) (5) Common Stock 7,500 (5) 0 D
Stock Option (Right to Buy) $96.77 07/17/2025 D(1)(2) 4,875 (5) (5) Common Stock 4,875 (5) 0 D
Stock Option (Right to Buy) $76.24 07/17/2025 D(1)(2) 4,500 (5) (5) Common Stock 4,500 (5) 0 D
Stock Option (Right to Buy) $87.13 07/17/2025 D(1)(2) 4,500 (5) (5) Common Stock 4,500 (5) 0 D
Stock Option (Right to Buy) $50.64 07/17/2025 D(1)(2) 5,300 (5) (5) Common Stock 5,300 (5) 0 D
Stock Option (Right to Buy) $63.66 07/17/2025 D(1)(2) 5,300 (5) (5) Common Stock 5,300 (5) 0 D
Stock Option (Right to Buy) $106.14 07/17/2025 D(1)(2) 4,570 (5) (5) Common Stock 4,570 (5) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Borisy Alexis
C/O BLUEPRINT MEDICINES CORPORATION
45 SIDNEY STREET
CAMBRIDGE, MA 02139
X

Signatures

/s/ Melissa Masse, Attorney-in-Fact 07/21/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), Aventis Inc., a Pennsylvania corporation and wholly owned subsidiary of Parent ("Aventis"), and Rothko Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Aventis ("Purchaser").
(2) Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock"), for (i) $129.00 per share, without interest (the "Cash Offer Price"), plus (ii) one (1) contractual contingent value right per share, representing the right to receive contingent payments in cash, without interest, upon the achievement of certain milestones (each a "CVR" and together with the Cash Offer Price, the "Offer Consideration"). On July 17, 2025 (the "Effective Time"), Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent.
(3) Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU"), whether vested or unvested, was cancelled and automatically converted into the right to receive the Offer Consideration.
(4) Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Consideration.
(5) Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding, whether vested or unvested, immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive for each share subject to such stock option (i) the Cash Offer Price (less the applicable exercise price per share subject to such option) and (ii) one (1) CVR (in each case, without interest and less applicable tax withholdings), except that fifty percent of such options that were issued in calendar year 2025 were converted into cash-based awards subject to continued vesting as described in the Merger Agreement based on the Cash Offer Price (less the applicable exercise price per share subject to such option), plus one CVR for each share underlying such portion of the option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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