Bioverativ Inc. (BIVV) Is Too Rich For My Blood But Activist Jeff Ubben Likes It

Page 8 of 11 – SEC Filing

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CUSIP NO. 09075E100 Page 8 of 12
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This Amendment No. 1 to the Schedule 13D supplements the information set
forth in the Schedule 13D filed by the Reporting Persons with the United
States Securities and Exchange Commission (the “SEC”), as amended from time
to time (the “Schedule 13D”), relating to the Common Stock (the “Common
Stock”) of Bioverativ Inc., a Delaware Corporation (the “Issuer”).
Capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant. The
Schedule 13D is hereby supplementally amended as follows:

Item 3. Source and Amount of Funds or Other Consideration

The source of funds used for the purchase of the Issuer?s securities and
the Number of Forward Shares was the working capital of ValueAct Master Fund.
The aggregate funds used by these Reporting Persons to make such purchases
were $ 21,137,010.94.

Item 5. Interest in Securities of the Issuer

The responses to Items 3, 4 and 6 of this Schedule 13D are incorporated
herein by reference.

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner of
8,132,880 shares of Common Stock, representing approximately 7.5% of the
Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 8,132,880 shares of Common Stock, representing approximately