[Form 4] Blueprint Medicines Corporation Insider Trading Activity

Rhea-AI Filing Summary

Blueprint Medicines (BPMC) Form 4 confirms closing of Sanofi acquisition. On 07/17/2025 EVP & Chief Legal Officer Tracey L. McCain exchanged all equity interests under the merger agreement with Sanofi’s Aventis unit.

• Offer consideration: $129.00 cash per share plus one contingent value right (CVR).
• Common stock: 88,195 shares (incl. 259 ESPP) converted into cash + CVR; post-transaction beneficial ownership is 0 shares.
• Equity awards: 280,525 stock options (strike $28.36–$100.13), 51,103 RSUs and 21,353 PSUs fully vested, cancelled and exchanged for cash/CVRs or rolled into cash-based awards that continue to vest per merger terms.

Purchaser merged with BPMC on 07/17/2025, making BPMC an indirect wholly owned Sanofi subsidiary. The executive now holds no BPMC securities, signalling completion of the transaction and removal of insider equity alignment with the former standalone company.

Positive

• $129 cash per share plus CVR represents an immediate liquidity event and premium payout for shareholders.
• All options, RSUs and PSUs vested and settled, simplifying the post-merger capital structure.

Negative

• Insider beneficial ownership reduced to zero, ending ongoing management equity alignment with the former public entity.

Insights

M&A Specialist

TL;DR: Filing evidences final merger execution; insider equity cancelled for $129 + CVR, confirming deal closure.

The Form 4 documents mechanical conversion of shares and awards required by the Sanofi-Blueprint merger. All 88,195 shares and 280,525 options were surrendered for cash well above historical trading ranges, plus CVRs that preserve potential milestone upside. Because ownership falls to zero, it closes out Section 16 reporting and underscores that Blueprint now operates privately within Sanofi. Impact is largely confirmatory but positive for prior shareholders given the rich $129 take-out price.

Portfolio Manager

TL;DR: Executive exit validates cash-out; remaining value rests solely in CVRs.

From an investor perspective, this Form 4 offers closure. Equity holders have been cashed out and residual exposure is limited to contractual CVRs. The elimination of insider holdings removes any public-market signalling going forward. While the event itself was expected, the documentation removes deal-completion risk and supports a positive impact rating.

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
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X

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^*

Namouni Fouad

(Last) (First) (Middle)

C/O BLUEPRINT MEDICINES CORPORATION

45 SIDNEY STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blueprint Medicines Corp [ BPMC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, R & D

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2025		A(1)(2)		39,456	A	(3)	115,237	D
Common Stock	07/17/2025		D(1)(2)		83,281	D	(3)(4)	31,956	D
Common Stock	07/17/2025		U(1)(2)		31,956	D	(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$93.93	07/17/2025		D(1)(2)			65,000	(6)	(6)	Common Stock	65,000	(6)	0	D
Stock Option (Right to Buy)	$100.13	07/17/2025		D(1)(2)			26,125	(6)	(6)	Common Stock	26,125	(6)	0	D
Stock Option (Right to Buy)	$61.31	07/17/2025		D(1)(2)			30,000	(6)	(6)	Common Stock	30,000	(6)	0	D
Stock Option (Right to Buy)	$43.15	07/17/2025		D(1)(2)			30,000	(6)	(6)	Common Stock	30,000	(6)	0	D
Stock Option (Right to Buy)	$95.12	07/17/2025		D(1)(2)			30,000	(6)	(6)	Common Stock	30,000	(6)	0	D
Stock Option (Right to Buy)	$96.57	07/17/2025		D(1)(2)			26,400	(6)	(6)	Common Stock	26,400	(6)	0	D

Explanation of Responses:

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. Represents shares previously granted to the Reporting Person subject to performance-based vesting conditions ("PSUs"), for which the performance conditions associated with such PSUs had not yet occurred. As of the Effective Time, each PSU was deemed earned based on the greater of target and actual performance as of the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU was cancelled and automatically converted into the right to receive the Offer Consideration, except that fifty percent of such PSUs 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, plus one CVR for each share underlying such portion of the award.

4. 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, except that fifty percent of such RSUs 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, plus one CVR for each share underlying such portion of the award.

5. 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.

6. 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.

	/s/ Melissa Masse, Attorney-in-Fact	07/21/2025
	** 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.

FAQ

What price did Sanofi pay for Blueprint Medicines (BPMC)?

Sanofi’s offer equated to $129.00 in cash per share plus one contingent value right (CVR).

How many BPMC shares did EVP Tracey McCain tender?

The filing shows 88,195 common shares were converted into the offer consideration.

What happened to outstanding BPMC stock options?

All 280,525 options became fully vested and were cancelled for cash equal to $129 minus strike price, plus one CVR per option.

Does the executive still own any BPMC securities?

No. Post-transaction beneficial ownership of both common stock and derivative securities is 0.

What is a contingent value right (CVR)?

A CVR gives former shareholders the right to additional cash payments if specified post-closing milestones are achieved.