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 Nexvet Biopharma plc [ NVET ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Ordinary Shares | 06/30/2017 | M | 500 | A | $0.125 | 9,980 | D | |||
| Ordinary Shares | 07/01/2017 | M | 3,600 | A | $0.125 | 13,580 | D | |||
| Ordinary Shares | 2,648,696 | I | See footnotes(5)(6)(7)(8) | |||||||
| 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 Share Units | (1) | 06/30/2017 | M | 500 | (2) | (2) | Ordinary Shares | 500 | $0 | 4,600 | D | ||||
| Restricted Share Units | (1) | 07/01/2017 | M | 3,600 | (3) | (3) | Ordinary Shares | 3,600 | $0 | 1,000 | D(4) | ||||
| Explanation of Responses: |
| 1. Each Restricted Share Unit ("RSU") is convertible into one ordinary share of the Issuer upon vesting, subject to payment by the holder to the Issuer of the nominal value per share ($0.125). |
| 2. On June 30, 2017, 500 RSUs held by the reporting person ("Patel") vested and became convertible, and were converted, into 500 ordinary shares. |
| 3. On July 1, 2017, 3,600 RSUs held by Patel vested and became convertible, and were converted, into 3,600 ordinary shares. |
| 4. The remaining 1,000 RSUs held by Patel will vest and become convertible in quarterly installments of 500 on September 30, 2017 and December 31, 2017. |
| 5. The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra"), Bushranger Funding, LLC ("Bushranger") and Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs"). All of such securities, and information relating to beneficial ownership thereof, were previously reported on Forms 3 filed on February 4, 2015 and Forms 4 filed on February 11, 2015, September 11, 2015 and February 26, 2016 (collectively, the "Prior Filings") by the Farallon SPVs, Farallon Partners, L.L.C. (the "Farallon General Partner"), Farallon Capital Management, L.L.C. (the "Management Company"), NGP, L.L.C. (the "NSSP General Partner"), Farallon AA GP, L.L.C. (the "FCAAI General Partner"), Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") and the related individuals identified therein as the "Managing Members" and the "Senior Managing Member." |
| 6. Other than the transactions by Patel reported in this Form 4 and on Forms 4 filed by Patel on April 1, 2016, July 1, 2016, September 7, 2016, October 4, 2016, January 3, 2017, and April 3, 2017 since the Prior Filings there have been no transactions in such securities by any such entities or individuals named in the Prior Filings. |
| 7. Patel, as a managing member of both the Farallon General Partner and the Management Company, and as a manager of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Patel disclaims any beneficial ownership of any of the Issuer's securities reported in this row for purposes of Section 16 of the Securities Exchange Act of 1934 Act, as amended, or otherwise, except to the extent of his pecuniary interest, if any. |
| 8. Patel, the Farallon SPVs, the Farallon General Partner, the Management Company, the NSSP General Partner, the FCAAI General Partner, the FSSP VI General Partner and each of Managing Members and the Senior Managing Member may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that the foregoing entities and individuals are members of such a group. |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Raj A. Patel | 07/05/2017 | |
| ** 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. | ||