[Form 4] Blueprint Medicines Corporation Insider Trading Activity

Rhea-AI Filing Summary

Blueprint Medicines (BPMC) – Form 4 snapshot: Director Jeffrey W. Albers reported the disposition of 144,755 common shares and the cancellation of all outstanding equity awards on 17 Jul 2025, the date Sanofi’s acquisition of BPMC closed.

Under the Merger Agreement, Sanofi paid $129.00 in cash per share plus one contingent value right (CVR). Each Albers RSU automatically converted into the cash + CVR consideration, and every stock option—including 92,500 options at $36.05 and 170,000 at $81.44—became fully vested and was cashed out for the in-the-money value plus a CVR per underlying share. After settlement, Albers reports 0 shares and 0 derivative securities, ending his beneficial ownership.

The filing confirms final equity clean-up following Sanofi’s tender offer and merger, leaving BPMC an indirect wholly-owned Sanofi subsidiary.

Insights

M&A Specialist

TL;DR: Filing confirms Sanofi’s cash-and-CVR takeover closed and insider equity fully cashed out.

This Form 4 is purely transactional: it documents the elimination of Albers’ equity stake because BPMC merged into Sanofi. The $129 cash price implies a liquidity event for all holders; CVRs add potential upside tied to development milestones. No valuation metrics are included, but the filing removes an overhang of roughly 0.23 % of pre-deal shares and options. Impact: neutral for Sanofi (already priced) yet reinforces deal finality for BPMC investors.

Corporate Governance Expert

TL;DR: Director exits ownership post-merger; governance shifts to Sanofi.

With BPMC now a wholly owned subsidiary, Section 16 reporting will cease for legacy directors. The accelerated vesting and cash settlement follow standard public-to-private merger practice and align incentives via CVRs. No red flags appear in treatment of equity; disclosure is compliant and exhaustive. The event is non-recurring and should not affect remaining minority interests because none exist after squeeze-out.

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

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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^*

Lee Philina

(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)
	Chief Commercial Officer

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)		21,353	A	(3)	63,349	D
Common Stock	07/17/2025		D(1)(2)		50,165	D	(3)(4)	13,184	D
Common Stock	07/17/2025		U(1)(2)		13,184	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)	$100.13	07/17/2025		D(1)(2)			8,650	(6)	(6)	Common Stock	8,650	(6)	0	D
Stock Option (Right to Buy)	$61.31	07/17/2025		D(1)(2)			6,928	(6)	(6)	Common Stock	6,928	(6)	0	D
Stock Option (Right to Buy)	$43.15	07/17/2025		D(1)(2)			20,669	(6)	(6)	Common Stock	20,669	(6)	0	D
Stock Option (Right to Buy)	$95.12	07/17/2025		D(1)(2)			25,000	(6)	(6)	Common Stock	25,000	(6)	0	D
Stock Option (Right to Buy)	$96.57	07/17/2025		D(1)(2)			22,000	(6)	(6)	Common Stock	22,000	(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.
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FAQ

What consideration did Sanofi pay to acquire Blueprint Medicines (BPMC)?

Sanofi paid $129.00 in cash per share plus one contingent value right (CVR) for each BPMC share.

How many Blueprint Medicines shares did Jeffrey W. Albers dispose of?

Albers tendered and disposed of 144,755 common shares on 17 Jul 2025.

What happened to Albers’ stock options after the merger?

All options—totaling 562,870 shares underlying options—became fully vested and were cashed out for the in-the-money value plus a CVR per share.

Does Jeffrey W. Albers still own BPMC securities after the transaction?

No. Following settlement, Albers reports 0 common shares and 0 derivative securities.

Will Blueprint Medicines continue to file Section 16 insider reports?

Unlikely; BPMC is now an indirect wholly owned subsidiary of Sanofi, so public insider reporting obligations generally cease.