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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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 Global Blood Therapeutics, Inc. [ GBT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/31/2018 | ||||||||||||||||||||||||||
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 | 01/31/2018 | M | 35,000 | A | (1) | 1,098,413 | D | |||
Common Stock | 01/31/2018 | F | 17,353(2) | D | $57.9 | 1,081,060 | D | |||
Common Stock | 02/01/2018 | M | 12,063 | A | (1) | 1,093,123 | D | |||
Common Stock | 02/01/2018 | F | 5,981(3) | D | $59.6 | 1,087,142 | D | |||
Common Stock | 2,500 | I | By daughter | |||||||
Common Stock | 2,500 | I | By daughter |
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 | ||||||||
Restricted Stock Units | (1) | 01/31/2018 | M | 35,000 | (4) | (4) | Common Stock | 35,000 | $0.00 | 157,500 | D | ||||
Restricted Stock Units | (1) | 02/01/2018 | M | 12,063 | (5) | (5) | Common Stock | 12,063 | $0.00 | 72,375 | D | ||||
Stock Option (Right to Buy) | $59.6 | 02/01/2018 | A | 122,000 | (6) | 01/31/2028 | Common Stock | 122,000 | $0.00 | 122,000 | D | ||||
Restricted Stock Units | (1) | 02/01/2018 | A | 78,000 | (1)(7) | (1)(7) | Common Stock | 78,000 | $0.00 | 78,000 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. |
2. Represents number of shares of Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 35,000 shares of Common Stock underlying the Reporting Person's RSUs. |
3. Represents number of shares of Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 12,063 shares of Common Stock underlying the Reporting Person's RSUs. |
4. On August 11, 2017, the Reporting Person was granted 262,500 RSUs, which vest in installments upon the achievement of specified market capitalization milestones of the Issuer on or before December 31, 2019, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting milestone. On January 31, 2018, one of the performance milestones was achieved, resulting in the vesting of 35,000 shares of Common Stock underlying the RSU grant. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
5. On January 17, 2017, the Reporting Person was granted 96,500 RSUs, which vest in equal semi-annual installments over 4 years from February 1, 2017, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
6. The shares underlying the option vest in 16 equal quarterly installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
7. The shares of Common Stock underlying the RSUs vest in 8 equal semi-annual installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
Remarks: |
Chief Executive Officer and President |
Lesley Ann Calhoun, as Attorney-in-Fact | 02/02/2018 | |
** 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. |