Current Report Filing (8-k)
January 20 2022 - 8:08AM
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2022-01-19
2022-01-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): January 19, 2022
Blueprint Medicines Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-37359
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26-3632015
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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45 Sidney Street
Cambridge, Massachusetts
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (617) 374-7580
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of
the Exchange Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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BPMC
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Nasdaq Global Select Market
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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2022, Blueprint Medicines Corporation (the “Company”)
announced that, effective April 4, 2022 (the “Transition Date”), Philina Lee, currently Senior Vice President, Head of Portfolio
Strategy, has been appointed by the Board of Directors to serve as the Company’s Chief Commercial Officer.
In connection with this transition, on January 19, 2022, Dr. Lee entered
into an amended and restated employment agreement, effective as of the Transition Date (the “Lee Agreement”), pursuant to
which she will receive an annual base salary of $440,000 and her target annual incentive compensation shall be 50% of her base salary,
weighted 75% on Company performance and 25% on Dr. Lee’s individual performance. For the period beginning on January 1, 2022 and
ending on April 3, 2022 (the “Transition Period”), Dr. Lee is eligible to earn prorated incentive compensation under her existing
employment agreement in connection with her services as Senior Vice President, Head of Portfolio Strategy during such period based on
Dr. Lee’s target annual incentive compensation equal to 35% of her annual base salary as in effect during such period (which shall
be weighed 50% on Company performance and 50% on Dr. Lee’s individual performance), provided Dr. Lee remains employed by the Company
on the day such incentive compensation is paid. In connection with her appointment, Dr. Lee was granted options to purchase 17,500 shares
of the Company’s common stock, 25% of which will vest upon the one year anniversary of the earlier of (a) the date on which annual
equity awards are granted to the Company’s employees for 2022 and (b) the Transition Date (the “Grant Date”) and 75%
of which shall thereafter vest ratably in monthly installments over 36 months subject to continued service through each applicable vesting
date, and 8,750 restricted stock units, which shall vest ratably in annual installments over four years beginning on the one year anniversary
of the Grant Date subject to continued service through each applicable vesting date. Dr. Lee’s existing equity awards will continue
to vest in accordance with their terms.
The foregoing description of
the Lee Agreement is qualified in its entirety by reference to the complete text of such agreement, which is attached as Exhibit 10.1to
this Current Report on Form 8-K, and incorporated by reference herein.
Dr. Lee joined Blueprint Medicines in August 2014 as Senior Director,
New Product Strategy and Development and subsequently held multiple commercial roles with responsibility for strategy, operations, patient
services, marketing and the precision medicine field team. During her tenure, she has been instrumental in building the company’s
portfolio from research-stage onwards, laying the groundwork for the commercial strategy that is driving the successful launches of AYVAKIT®
(avapritinib) and GAVRETO® (pralsetinib). Since January 2021, Dr. Lee has served as Senior Vice President, Head of Portfolio Strategy
and Program Management, responsible for providing strategic and operational leadership across the company’s portfolio. Previously,
Dr. Lee held product strategy and marketing roles of increasing responsibility at Algeta, Sanofi and Genzyme. Dr. Lee also serves on the
board of Fusion Pharmaceuticals, as a member of both the Nomination and Governance committee and Research and Development committee. Dr.
Lee earned a B.S. in Biochemistry from the University of Alberta, and a Ph.D. in Cell Biology from the Massachusetts Institute of Technology.
No arrangement or understanding exists between Dr. Lee and any other person pursuant to which Dr. Lee was selected to serve as Chief Commercial
Officer of the Company. There have been no related party transactions between the Company or any of its subsidiaries and Dr. Lee reportable
under Item 404(a) of Regulation S-K. Dr. Lee does not have a family relationship with any of our directors or executive officers.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the foregoing
is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01 and in Exhibit 99.1 attached hereto
is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BLUEPRINT MEDICINES CORPORATION
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Date: January 20, 2022
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By:
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/s/ Jeffrey W. Albers
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Jeffrey W. Albers
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Chief Executive Officer
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