Witte Owen N. Form 4 Kite Pharma / OWEN N. WITTE 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

WITTE OWEN N.

(Last) (First) (Middle)

C/O KITE PHARMA, INC.

2225 COLORADO AVENUE

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kite Pharma, Inc. [ KITE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2017

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	09/18/2017		G	V	12,000	D	$0.00	64,250	D
Common Stock	10/03/2017(1)(2)		U		58,535	D	$180	5,715	D
Common Stock	10/03/2017(1)(2)		D		5,715	D	(3)	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
Director Stock Option (Right to Buy)	$6.89	10/03/2017(1)(2)		D			10,000	(4)	06/06/2024	Common Stock	10,000	$173.11(5)	0	D
Director Stock Option (Right to Buy)	$55.09	10/03/2017(1)(2)		D			30,000	(6)	10/03/2026	Common Stock	30,000	$124.91(5)	0	D
Stock Option (Right to Buy)	$83.89	10/03/2017(1)(2)		D			17,130	(7)	03/14/2027	Common Stock	17,130	$96.11(5)	0	D
Director Stock Option (Right to Buy)	$91.21	10/03/2017(1)(2)		D			8,810	(8)	06/19/2027	Common Stock	8,810	$88.79(5)	0	D

Explanation of Responses:

1. On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Note 3 below, was validly tendered for $180.00 per share in cash, without interest and subject to any required withholding of taxes.

2. On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes.

3. Represents shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit.

4. This option provided for vesting in four equal annual installments following June 1, 2016.

5. This option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the option.

6. This option provided for vesting in 36 equal monthly installments commencing October 3, 2016.

7. The option provided for vesting in 36 equal monthly installments following March 14, 2017.

8. This option provided for vesting in 12 equal monthly installments following June 20, 2017.

Remarks:

	/s/ David M. Tanen, Attorney-in-Fact	10/05/2017
	** 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.