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 Kite Pharma, Inc. [ KITE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/03/2017 | ||||||||||||||||||||||||||
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 | 09/21/2017 | G | V | 27,900 | D | $0.00 | 93,667 | D | ||
Common Stock | 10/03/2017(1)(2) | D | 93,667(3)(4) | D | (2)(4) | 0 | D |
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) | $1.35 | 10/03/2017(1) | D | 44,110 | (5) | 03/24/2024 | Common Stock | 44,110 | $178.65(6) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $1.35 | 10/03/2017(1) | D | 36,284 | (5) | 03/24/2024 | Common Stock | 36,284 | (7) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $17 | 10/03/2017(1) | D | 121,477 | (8) | 06/19/2024 | Common Stock | 121,477 | $163(6) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $17 | 10/03/2017(1) | D | 28,034 | (8) | 06/19/2024 | Common Stock | 28,034 | (7) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $51.96 | 10/03/2017(1) | D | 51,563 | (9) | 12/23/2024 | Common Stock | 51,563 | $128.04(6) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $51.96 | 10/03/2017(1) | D | 23,437 | (9) | 12/23/2024 | Common Stock | 23,437 | (7) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $63.87 | 10/03/2017(1) | D | 28,919 | (10) | 12/16/2025 | Common Stock | 28,919 | $116.13(6) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $63.87 | 10/03/2017(1) | D | 37,181 | (10) | 12/16/2025 | Common Stock | 37,181 | (7) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $46.09 | 10/03/2017(1) | D | 90,600 | (11) | 12/21/2026 | Common Stock | 90,600 | (7) | 0 | D |
Explanation of Responses: |
1. On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent. |
2. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Notes 3 and 4 below, was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes. |
3. Includes 38,675 shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units (each a "Company Restricted Stock Unit"), held by the Reporting Person. |
4. Pursuant to the terms of the Merger Agreement, each Company Restricted Stock Unit was assumed and converted into a restricted stock unit denominated in shares of Parent common stock, on the same terms and conditions as were then applicable under such Company Restricted Stock Unit (including applicable performance vesting conditions), and relating to a number of shares of Parent common stock equal to the product of (i) the total number of shares of Company common stock subject to such Company Restricted Stock Unit multiplied by (ii) the quotient of (A) $180.00 divided by (B) the volume-weighted average closing sale price of a share of Parent common stock for the fifteen full consecutive trading days ending on and including September 28, 2017 ($83.12) (such quotient, the "Equity Award Conversion Ratio"). |
5. This option provided for vesting as to 108,839 shares on December 15, 2017 and vesting as to 9,071 shares per month thereafter. |
6. This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option. |
7. Pursuant to the terms of the Merger Agreement, each option to purchase Company common stock (each, a "Company Option") then outstanding and unexercised, other than any vested in-the-money Company Option, was assumed and converted into an option to purchase a number of shares of Parent common stock, on the same terms and subject to the same conditions as were applicable to such Company Option, equal to the product of (i) the total number of shares of Company common stock subject to such Company Option multiplied by (ii) the Equity Award Conversion Ratio, and with an exercise price equal to the quotient of (i) the exercise price of such Company Option divided by (ii) the Equity Award Conversion Ratio. |
8. This option provided for 25% vesting on June 20, 2015, and vesting thereafter in 36 equal monthly installments. |
9. This option provided for 25% vesting on December 24, 2015, and vesting thereafter in 36 equal monthly installments. |
10. This option provided for 25% vesting on December 17, 2016, and vesting thereafter in 36 equal monthly installments. |
11. This option provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments. |
Remarks: |
/s/ David M. Tanen, Attorney-in-Fact | 10/05/2017 | |
** 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. |