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 Dova Pharmaceuticals Inc. [ DOVA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2019 | ||||||||||||||||||||||||||
| 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 | 11/12/2019 | D | 6,901(1) | D | (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 | ||||||||
| Stock Option (Right to Buy) | $7.32 | 11/12/2019 | D | 33,000 | (2) | 05/24/2027 | Common Stock | 33,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.36 | 11/12/2019 | D | 10,000 | (3) | 04/25/2029 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed pursuant to an agreement and plan of merger by and between the Issuer, Swedish Orphan Biovitrum AB and Dragonfly Acquisition Corp. (the "Merger") in exchange for $27.50 per share of Issuer's common stock including any shares subject to each restricted stock unit on the effective date of the Merger, plus (ii) one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone. |
| 2. This option, which provided for vesting over a period of three years as follows: (i) one-third of the total shares subject to the option shall vest on May 25, 2018, and (ii) 1/36th of total shares subject to the option shall vest monthly thereafter over the remaining two years of the vesting period, was accelerated and canceled in the Merger in exchange for a cash payment of 665,940.00, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
| 3. This option, which provided for vesting monthly over one year from the grant date and in any event will be fully vested on the date of the next annual meeting of our stockholders, was accelerated and canceled in the Merger in exchange for a cash payment of $181,400.00, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
| Remarks: |
| /s/ Mark Ballantyne, Attorney-in-Fact | 11/12/2019 | |
| ** 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. | ||