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) 08/12/2016 | ||||||||||||||||||||||||||
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 | 08/12/2016 | M | 12,500 | A | $0 | 12,500 | D | |||
Common Stock | 08/12/2016 | S | 12,500 | D | $10.41 | 0 | D | |||
Common Stock | 08/12/2016 | M | 25,000 | A | $0 | 25,000 | D | |||
Common Stock | 08/12/2016 | S | 25,000 | D | $10.41 | 0 | D | |||
Common Stock | 08/12/2016 | M | 3,000 | A | $0 | 3,000 | D | |||
Common Stock | 08/12/2016 | S | 3,000 | D | $10.41 | 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 | ||||||||
Restricted Stock Unit(1) | (2) | 08/12/2016 | A | 30,000 | (3) | (3) | Common Stock | 30,000 | $0 | 229,000 | D | ||||
Restricted Stock Unit(4) | (2) | 08/12/2016 | M | 12,500 | (5) | (5) | Common Stock | 12,500 | $0 | 216,500 | D | ||||
Restricted Stock Unit(4) | (2) | 08/12/2016 | M | 25,000 | (6) | (6) | Common Stock | 25,000 | $0 | 191,500 | D | ||||
Restricted Stock Unit(4) | (2) | 08/12/2016 | M | 3,000 | (7) | (7) | Common Stock | 3,000 | $0 | 188,500 | D |
Explanation of Responses: |
1. Granted under the Issuer's 2015 Equity Incentive Plan. |
2. Each restricted stock unit represents the contingent right to receive one share of SciClone Pharmaceuticals, Inc.'s common stock. |
3. Each RSU will vest and be settled on August 15, 2017, subject to the reporting person's continued employment, but will terminate upon the occurrence of a change in control on or before March 31, 2017. |
4. Granted under the Issuer's 2005 Equity Incentive Plan. |
5. Provided Reporting Person remains employed by the Issuer, 25% of the restricted stock units will vest on each August 9, 2014, August 9, 2015, August 9, 2016, and August 9, 2017, unless the trading window is closed for the Reporting Person on such date, in which case the vesting date will be deferred until the next date that the trading window is open. |
6. Provided Reporting Person remains employed by the Issuer, 33.33% of the restricted stock units vested on January 4, 2016, 33.33% will vest on January 3,2017, and 33.34% will vest on January 2, 2017, unless the trading window is closed for the Reporting Person on such date, in which case the vesting date will be deferred until the next date that the trading window is open. |
7. Vesting for such RSUs will occur 25% on March 16, 2016, 25% on March 16, 2017, 25% on March 16, 2018, and 25% on March 16, 2019, or on such later date thereafter as the Company's trading window opens, if it is not open on any of such dates, contingent upon the executive's continued employment. |
/s/ Friedhelm Blobel, Attorney-in-Fact For Hong Zhao | 08/16/2016 | |
** 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. |