| 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 Cascadian Therapeutics, Inc. [ CASC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2018 | ||||||||||||||||||||||||||
| 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 | 03/09/2018 | U | 6,515 | D | (1) | 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 | ||||||||
| Stock Option (Right to buy) | $19.92 | 03/09/2018 | D | 8,334 | (2) | 12/01/2018 | Common Stock | 8,334 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $41.52 | 03/09/2018 | D | 8,334 | (4) | 12/01/2019 | Common Stock | 8,334 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $28.44 | 03/09/2018 | D | 8,334 | (5) | 12/12/2020 | Common Stock | 8,334 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $10.44 | 03/09/2018 | D | 25,000 | (6) | 12/12/2021 | Common Stock | 25,000 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $10.56 | 03/09/2018 | D | 16,667 | (7) | 12/16/2022 | Common Stock | 16,667 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $21.06 | 03/09/2018 | D | 41,667 | (8) | 09/24/2023 | Common Stock | 41,667 | (3) | 0 | D | ||||
| Stock Option (Right to buy) | $6.9 | 03/09/2018 | D | 41,667 | (9) | 05/17/2024 | Common Stock | 41,667 | (10) | 0 | D | ||||
| Stock Option (Right to buy) | $4.64 | 03/09/2018 | D | 51,200 | (11) | 01/11/2027 | Common Stock | 51,200 | (12) | 0 | D | ||||
| Stock Option (Right to buy) | $3.99 | 03/09/2018 | D | 68,000 | (13) | 09/18/2027 | Common Stock | 68,000 | (14) | 0 | D | ||||
| Restricted Stock Units | (15) | 03/09/2018 | D | 11,300 | (16) | (17) | Common Stock | 11,300 | (15) | 0 | D | ||||
| Restricted Stock Units | (18) | 03/09/2018 | D | 15,000 | (19) | (17) | Common Stock | 15,000 | (18) | 0 | D | ||||
| Restricted Stock Units | (20) | 03/09/2018 | D | 164,500 | (21) | (17) | Common Stock | 164,500 | (20) | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares of Common Stock tendered in the tender offer launched by Valley Acquisition Sub, Inc. on February 8, 2018 pursuant to that certain Agreement and Plan of Merger, dated January 30, 2018, among Seattle Genetics, Inc., Valley Acquisition Sub, Inc., and Cascadian Therapeutics, Inc. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of Cascadian Therapeutics, Inc., par value $0.0001 per share, at a purchase price of $10.00 per share ("Offer Price"), net to the seller in cash, without interest and less any required withholding taxes. |
| 2. 25% of the shares subject to the option vest on the first anniversary of the grant date of December 1, 2010, and the remainder vest monthly thereafter for 36 months. |
| 3. Pursuant to the Merger Agreement, the option was cancelled and terminated without payment because the exercise price exceeded the Offer Price. |
| 4. 25% of the shares subject to the option vest on the first anniversary of the grant date of December 1, 2011, and the remainder vest monthly thereafter for 36 months. |
| 5. 25% of the shares subject to the option vest on the first anniversary of the grant date of December 12, 2012, and the remainder vest monthly thereafter for 36 months. |
| 6. 25% of the shares subject to the option vest on the first anniversary of the grant date of December 12, 2013, and the remainder vest monthly thereafter for 36 months. |
| 7. 25% of the shares subject to the option vest on the first anniversary of the grant date of December 16, 2014, and the remainder vest monthly thereafter for 36 months. |
| 8. 25% of the shares subject to the option vest on the first anniversary of the grant date of September 24, 2015, and the remainder vest monthly thereafter for 36 months. |
| 9. 25% of the shares subject to the option vest on the first anniversary of the grant date of May 17, 2016, and the remainder vest monthly thereafter for 36 months. |
| 10. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $129,167.70, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option. |
| 11. 25% of the shares subject to the option vest on the first anniversary of the grant date of January 11, 2017, and the remainder vest monthly thereafter for 36 months. |
| 12. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $274,432.00, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option. |
| 13. 25% of the shares subject to the option vest on the first anniversary of the grant date of September 18, 2017, and the remainder vest monthly thereafter for 36 months. |
| 14. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $408,680.00, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option. |
| 15. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $113,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 16. The restricted stock units were granted on January 11, 2017 and 25% of the shares vest on each anniversary of the grant date for four years. |
| 17. The restricted stock units expire upon the earlier of the settlement of the units and the unitholder's termination of service. |
| 18. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $150,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 19. The restricted stock units were granted on September 18, 2017 and 25% of the shares vest on each anniversary of the grant date for four years. |
| 20. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $1,645,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 21. The restricted stock units were granted on January 31, 2018 and 25% of the shares vest on each anniversary of the grant date for four years. |
| Remarks: |
| /s/ Julia M. Eastland (Attorney-in-Fact) | 03/13/2018 | |
| ** 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. | ||
