| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FIVE PRIME THERAPEUTICS, INC. [ FPRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/01/2021 | G(1) | V | 2,385 | D | $0.00 | 121,542(2) | D | ||
| Common Stock | 04/01/2021 | G(1) | V | 795 | A | $0.00 | 795 | I | By child | |
| Common Stock | 04/01/2021 | G(1) | V | 795 | A | $0.00 | 795 | I | As UTMA custodian for child | |
| Common Stock | 04/01/2021 | G(1) | V | 795 | A | $0.00 | 795 | I | As UTMA custodian for child | |
| Common Stock | 04/01/2021 | G | V | 1,440 | D | $0.00 | 120,102 | D | ||
| Common Stock | 04/05/2021 | G | V | 2,460 | D | $0.00 | 117,642 | D | ||
| Common Stock | 04/06/2021 | G | V | 14,174 | D | $0.00 | 103,468 | D | ||
| Common Stock | 04/16/2021 | A | 66,000(3) | A | $0.00 | 169,468 | D | |||
| Common Stock | 04/16/2021 | D(4) | 169,468 | D | $38 | 0 | D | |||
| Common Stock | 04/16/2021 | D(4) | 795 | D | $38 | 0 | I | By child | ||
| Common Stock | 04/16/2021 | D(4) | 795 | D | $38 | 0 | I | As UTMA custodian for child | ||
| Common Stock | 04/16/2021 | D(4) | 795 | D | $38 | 0 | I | As UTMA custodian for child | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $8.49 | 04/16/2021 | D | 4,747 | (5) | (6) | Common Stock | 4,747 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.54 | 04/16/2021 | D | 9,142 | (5) | (6) | Common Stock | 9,142 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.26 | 04/16/2021 | D | 12,063 | (5) | (6) | Common Stock | 12,063 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.77 | 04/16/2021 | D | 3,209 | (5) | (6) | Common Stock | 3,209 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $11.14 | 04/16/2021 | D | 25,521 | (5) | (6) | Common Stock | 25,521 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $19.25 | 04/16/2021 | D | 75,000 | (5) | (6) | Common Stock | 75,000 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $18.69 | 04/16/2021 | D | 45,000 | (5) | (6) | Common Stock | 45,000 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $11.97 | 04/16/2021 | D | 58,000 | (5) | (6) | Common Stock | 58,000 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.25 | 04/16/2021 | D | 90,000 | (5) | (6) | Common Stock | 90,000 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.25 | 04/16/2021 | D | 90,000 | (5) | (6) | Common Stock | 90,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the following gifts of Common Stock (as defined below) to the reporting person's children: (i) 795 shares of Common Stock were gifted to one of the reporting person's children living in his home; and (ii) 795 shares of Common Stock were gifted to each of the reporting person's two minor children through custodial accounts under the Uniform Transfers to Minors Act ("UTMA") for which the reporting person is custodian. The reporting person disclaims beneficial ownership of all such shares. |
| 2. Includes 494 shares acquired on April 1, 2021 pursuant to the Company's (as defined below) 2013 Employee Stock Purchase Plan. |
| 3. Represents shares of performance-based restricted Common Stock granted to the reporting person on June 24, 2019 (the "Performance Award"). The performance conditions associated with the Performance Award have not yet occurred. Pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), the Performance Award was deemed to have vested and each share of Common Stock underlying the Performance Award was converted into the right to receive the Offer Price (as defined below) in cash, without interest, minus any applicable withholding taxes. |
| 4. Pursuant to the Agreement and Plan of Merger, dated March 4, 2021 (the "Merger Agreement"), by and among the Five Prime Therapeutics, Inc. (the "Company"), Amgen Inc. ("Parent") and Franklin Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of April 16, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.001 per share ("Common Stock"), was converted into the right to receive $38.00 per share (the "Offer Price") in cash, without interest, minus any applicable withholding taxes. |
| 5. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each option to purchase shares of Common Stock granted by the Company that was then outstanding and unexercised was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such option multiplied by (y) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per share under such option. |
| 6. Not applicable. |
| Remarks: |
| /s/ Francis Sarena | 04/19/2021 | |
| ** 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. | ||
