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 SCICLONE PHARMACEUTICALS INC [ SCLN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/13/2017 | ||||||||||||||||||||||||||
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 | 10/13/2017 | M | 8,000 | A | (1) | 8,000 | D | |||
Common Stock | 10/13/2017 | D | 8,000 | D | $11.18 | 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 | ||||||||
Non-Qualified Stock Option (right to buy)(2) | $4.53 | 10/13/2017 | D | 2,500 | (3) | 04/04/2023 | Common Stock | 2,500 | $6.65(4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(2) | $4.52 | 10/13/2017 | D | 16,667 | (5) | 03/14/2024 | Common Stock | 16,667 | $6.66(4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(2) | $8.83 | 10/13/2017 | D | 18,667 | (6) | 03/16/2025 | Common Stock | 18,667 | $2.35(4) | 0 | D | ||||
Restricted Stock Unit(2) | (1) | 10/13/2017 | M | 2,000 | (7) | (7) | Common Stock | 2,000 | (1) | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(8) | $9.12 | 10/13/2017 | D | 28,000 | (9) | 03/15/2026 | Common Stock | 28,000 | $2.06(4) | 0 | D | ||||
Restricted Stock Unit(8) | (1) | 10/13/2017 | M | 3,000 | (7) | (7) | Common Stock | 3,000 | (1) | 0 | D | ||||
Restricted Stock Unit(8) | (1) | 10/13/2017 | M | 3,000 | (7) | (7) | Common Stock | 3,000 | (1) | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(8) | $9.65 | 10/13/2017 | D | 21,000 | (10) | 03/08/2027 | Common Stock | 21,000 | $1.53(4) | 0 | D |
Explanation of Responses: |
1. Each restricted stock unit represented a contingent right to receive one share of SCLN common stock upon settlement. |
2. Granted under Issuer's 2005 Equity Incentive Plan. |
3. Under its terms the option became exercisable in installments with 25% vesting on April 4, 2014 and 2.0833% vesting each month thereafter until it became vested in full on April 4, 2017. |
4. The option was canceled immediately prior to the merger of Issuer and Silver Delaware Investment Limited (the "Merger") in exchange for a cash payment per share from the Issuer in an amount equal to the excess of $11.18 per share over the exercise price. |
5. Under its terms the option became exercisable in installments with 25% vesting on March 14, 2015 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger. |
6. Under its terms the option became exercisable in installments with 25% vesting on March 16, 2016 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger. |
7. Restricted stock units became fully vested and entitled to settlement immediately prior to the Merger and terminated upon settlement in shares of SCLN common stock. |
8. Granted under Issuer's 2015 Equity Incentive Plan. |
9. Under its terms the option became exercisable in installments with 25% vesting on March 15, 2017 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger. |
10. Under its terms the option became exercisable in installments with 25% vesting on March 8, 2018 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger. |
Remarks: |
/s/ Friedhelm Blobel, Attorney-in-Fact For: Lan Xie | 10/16/2017 | |
** 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. |