Douglas A. Rich Form 4 KYTHERA BIOPHARMACEUTICALS / Douglas A. Rich 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^*

Rich Douglas A.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President Operations

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	10/01/2015		D		2,044(2)	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)	$32.61	10/01/2015		D			40,000	(3)	04/30/2024	Common Stock	40,000	(3)	0	D
Stock Option (right to buy)	$38.53	10/01/2015		D			28,217	(4)	01/29/2025	Common Stock	28,217	(4)	0	D
Stock Option (right to buy)	$47.63	10/01/2015		D			20,000	(5)	05/26/2025	Common Stock	20,000	(5)	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. Includes 369 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 21, 2015.

3. Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 10,572 shares of Allergan common stock at an exercise price of $123.38 per share.

4. Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 7,457 shares of Allergan common stock at an exercise price of $145.78 per share.

5. Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 5,286 shares of Allergan common stock at an exercise price of $180.21 per share.

	/s/ Keith Klein, as Attorney-in-Fact for Douglas A. Rich	10/02/2015
	** 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).
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