Leonard Keith R Form 4 KYTHERA BIOPHARMACEUTICALS / Keith R Leonard ownership change

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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X

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^*

Leonard Keith R

(Last) (First) (Middle)

C/O KYTHERA BIOPHARMACEUTICALS, INC.

30930 RUSSELL RANCH ROAD, 3RD FLOOR

(Street)

WESTLAKE VILLAGE CA 91362

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC [ KYTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	07/21/2015		G		66,667	D	$0	763,076(2)	I	See Footnote(3)
Common Stock	08/18/2015		G		400,000	D	$0	363,076	I	See Footnote(3)
Common Stock	10/01/2015		D		363,076	D	(1)	0	I	See Footnote(3)
Common Stock	10/01/2015		D		9,105	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$5.5	10/01/2015		D			28,082	(4)	01/15/2020	Common Stock	28,082	(4)	0	D
Stock Option (right to buy)	$5.9	10/01/2015		D			81,306	(4)	10/14/2020	Common Stock	81,306	(4)	0	D
Stock Option (right to buy)	$8.22	10/01/2015		D			34,148	(4)	02/01/2022	Common Stock	34,148	(4)	0	D
Stock Option (right to buy)	$8.22	10/01/2015		D			51,223	(4)	02/01/2022	Common Stock	51,223	(4)	0	D
Stock Option (right to buy)	$27.5	10/01/2015		D			50,400	(4)	01/29/2023	Common Stock	50,400	(4)	0	D
Stock Option (right to buy)	$27.5	10/01/2015		D			33,600	(4)	01/29/2023	Common Stock	33,600	(4)	0	D
Stock Option (right to buy)	$44.02	10/01/2015		D			89,542	(4)	01/02/2024	Common Stock	89,542	(4)	0	D
Stock Option (right to buy)	$38.53	10/01/2015		D			151,302	(4)	01/29/2025	Common Stock	151,302	(4)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Allergan plc (formerly known as Actavis plc) ("Allergan"), Keto Merger Sub, Inc. (a wholly owned subsidiary of Allergan) and Issuer, whereby each share of Issuer common stock was canceled in exchange for $75.00 in cash, without interest.

2. The Reporting Person no longer has reportable beneficial interests in 189 shares of Issuer common stock held by Keith R. Leonard III, the Reporting Person's son, or 189 shares of Issuer common stock held by Nina R. Leonard, the Reporting Person's daughter. On April 12, 2015, an independent third-party was appointed trustee of each of Keith Richard Leonard, Jr., Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "KL GRAT") and Nanette LaRosa Leonard, Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "NL GRAT") and the Reporting Person ceased to serve as trustee thereof. Accordingly, the Reporting Person no longer has a reportable beneficial interest in 47,103 shares of Issuer common stock previously held by the KL GRAT or 47,103 shares of Issuer common stock previously held by the NL GRAT.

3. Shares held by Leonard Family Trust, dated August 28, 1996, Keith Richard Leonard, Jr. and Nannette LaRosa Leonard, Trustees.

4. Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming a stock price of $75.00.

	/s/ Keith Klein as Attorney-in-Fact for Keith R. Leonard	10/02/2015
	** Signature of Reporting Person	Date
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