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

Page 9 of 11 – SEC Filing

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CUSIP NO. 09075E100 Page 9 of 12
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7.5% of the Issuer’s outstanding Common Stock. All percentages set forth in
this Schedule 13D are based upon a total of 107,975,968 outstanding shares of
Common Stock (based on disclosure in Biogen Inc.?s Form 4 Statement of
Changes in Beneficial Ownership in the Issuer filed with the SEC on February
1, 2017).

(c) The following description sets forth all transactions with respect
to shares of Common Stock, effected since the most recent filing of Schedule
13D by the Reporting Persons or on behalf of the Reporting Persons, inclusive
of any transactions effected through 4:00 p.m., New York City time, on March
2, 2017. On February 23, 2017, ValueAct Master Fund entered into Forward
Transactions, as previously more fully described in Schedule 13D, in the
notional share amount of 432,880 at the Forward Price of $48.81. On February
28, 2017, ValueAct Master Fund received 6,488,580 shares of Common Stock in
connection with the Physical Settlement of the Forward Transactions.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated
herein by reference.

As described in Item 5, the Reporting Persons received 6,488,580 shares
of Common Stock in connection with the Physical Settlement of the Forward
Transactions.

Other than as described in this Report and as previously reported, the
Reporting Persons have no understandings, arrangements, relationships or
contracts relating to the Issuer’s Common Stock which are required to be
described hereunder.

Item 7. Material to Be Filed as Exhibits

(1) Joint Filing Agreement.