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) 07/31/2017 | ||||||||||||||||||||||||||
| 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 | 07/31/2017 | D | 15,750 | D | $6.72(1) | 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 | ||||||||
| Option to purchase Ordinary Shares | $5.1 | 07/31/2017 | D | 60,000 | (2) | 08/26/2022 | Ordinary Shares | 60,000 | $1.62 | 0 | D | ||||
| Restricted Share Units | $0.125 | 07/31/2017 | D | 47,250 | (3) | 07/01/2021 | Ordinary Shares | 47,250 | $6.595 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to a transaction agreement between the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired the Issuer (the "Acquisition") |
| 2. This option to purchase Ordinary Shares, which would have vested as to 12,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18, 12/31/18, 3/31/19 and 6/30/19, was cancelled in the Acquisition in exchange for a cash payment equal to $97,200. This amount represents the difference between such exercise price per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on exercise of the option. |
| 3. This restricted share unit, which would have vested and become convertible as to 15,750 shares on each of 7/1/18, 7/1/19 and 7/1/20, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $311,613.75. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit. |
| Remarks: |
| /s/ Jurgen Horn by Geraldine T. Farrell, Attorney-in-Fact | 07/31/2017 | |
| ** 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. | ||