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 ACUCELA INC. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/30/2014 | ||||||||||||||||||||||||||
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 | 09/30/2014 | J(1) | 1,111,111 | A | $8.15 | 1,485,928(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 03/31/2015 | J(4) | 2,036,754 | A | $5.55 | 6,196,869(2) | I | By SBI Capital Management Co., Ltd.(5) | ||
Common Stock | 11/30/2015 | J(6) | 69,628 | A | $5.72 | 1,555,556(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/02/2016 | P | 342,500 | A | $10.08(7) | 1,898,056(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/03/2016 | P | 256,300 | A | $9.63(8) | 2,154,356(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/15/2016 | P | 1,018,400 | A | $9.3(9) | 3,172,756(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/16/2016 | P | 257,000 | A | $11.13(10) | 3,429,756(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/17/2016 | P | 776,300 | A | $12.53(11) | 4,206,056(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/20/2016 | P | 723,200 | A | $16.03(12) | 4,929,256(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/21/2016 | P | 555,000 | A | $16.13(13) | 5,484,256(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/22/2016 | P | 456,400 | A | $16.21(14) | 5,940,656(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/23/2016 | P | 991,000 | A | $19.05(15) | 6,931,656(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/24/2016 | P | 478,600 | A | $17.67(16) | 7,410,256(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/27/2016 | P | 617,800 | A | $22.15(17) | 8,028,056(2) | I | By SBI Incubation Co., Ltd.(3) | ||
Common Stock | 06/27/2016 | J(18) | 4,160,115 | A | $22.59 | 6,196,869(2) | I | By SBI Capital Management Co., Ltd.(5) | ||
Common Stock | 06/27/2016 | J(19) | 6,196,869 | A | $22.59 | 14,224,925 | 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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents a transfer of shares of all shares of the Issuer's common stock held by SoftBank Internet Fund, an affiliated entity, to SBI Incubation Co., Ltd., another affiliated entity. As a result, SoftBank Internet Fund and Soft Trend Capital Corp., the sole general partner of SoftBank Internet Fund, ceased to be beneficial owners of the Issuer's common stock. |
2. This Form 4 is being filed jointly by SBI Holdings, Inc., SBI Capital Management Co., Ltd. and SBI Investment Co., Ltd. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or any other purpose. |
3. These shares are held directly by SBI Incubation Co., Ltd., which is an indirect wholly-owned subsidiary of SBI Holdings, Inc. SBI Holdings, Inc. may be deemed to be the indirect beneficial owner of these securities. |
4. Represents a transfer of 1,257,252 shares of the Issuer's common stock held by SBI BB Media Investment Limited Partnership, and 779,502 shares of the Issuer's common stock held by SBI Broadband Fund No. 1, both affiliated entities, to SBI Capital Management Co., Ltd., another affiliated entity. As a result, SBI BB Media Investment Limited Partnership and SBI Broadband Fund No. 1 Limited Partnership ceased to be beneficial owners of the Issuer's common stock. |
5. These shares are held directly by SBI Capital Management Co., Ltd., which is an indirect wholly-owned subsidiary of SBI Holdings, Inc. SBI Holdings, Inc. may be deemed to be the indirect beneficial owner of these securities. |
6. Represents a transfer of all shares of the Issuer's common stock held by Trans-Science No. 2A Investment Limited Partnership, an affiliated entity, to SBI Incubation Co., Ltd., another affiliated entity. As a result, (i) SBI Transscience Co., Ltd. and (ii) Trans-Science No. 2A Investment Limited Partnership, over which SBI Transccience Co., Ltd. is the sole general partner, ceased to be beneficial owners of the Issuer's common stock. |
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.34 to $11.14, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.57 to $9.64, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.98 to $11.42, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.46 to $12.30, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.82 to $13.54, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.08 to $16.41, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.20 to $16.81, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
14. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.57 to $16.97, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
15. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.61 to $20.23, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
16. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.36 to $19.56, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
17. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.15 to $22.59, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. |
18. Represents a transfer of (i) 1,777,778 shares of the Issuer's common stock held by BIOVISION Life Science Fund No. 1, (ii) 1,871,250 shares of the Issuer's common stock held by SBI Bio Life Science Investment LPS, (iii) 258,582 shares of the Issuer's common stock held by SBI BB Mobile Investment LPS, and (iv) 252,505 shares of the Issuer's common stock held by SBI Phoenix No. 1 Investment LPS, affiliated entities, to SBI Capital Management Co., Ltd. As a result, (i) BIOVISION Life Science Fund No. 1, (ii) SBI Bio Life Science Investment LPS, (iii) SBI BB Mobile Investment LPS, (iv) SBI Phoenix No. 1 Investment LPS, and (vi) SBI Investment Co., Ltd. (as the sole general partner of BIOVISION Life Science Fund No. 1, SBI Bio Life Science Investment LPS, SBI BB Mobile Investment LPS, and SBI Phoenix No. 1 Investment LPS) ceased to be beneficial owners of the Issuer's common stock. |
19. Represents the transfer of all shares of the Issuer's common stock held by SBI Capital Management Co., Ltd. to SBI Holdings, Inc. As a result, SBI Capital Management Co., Ltd. ceased to be a beneficial owner of the Issuer's common stock. |
Remarks: |
/s/ Yoshitaka Kitao, Representative Director, President & CEO | 07/21/2016 | |
** 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. |