| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2019 | 3. Issuer Name and Ticker or Trading Symbol Global Blood Therapeutics, Inc. [ GBT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 03/04/2025 | Common Stock | 625 | 3.4 | D | |
| Stock Option (Right to Buy) | (2) | 08/10/2025 | Common Stock | 894 | 20 | D | |
| Stock Option (Right to Buy) | (3) | 02/08/2026 | Common Stock | 3,125 | 12.95 | D | |
| Stock Option (Right to Buy) | (4) | 09/07/2026 | Common Stock | 6,563 | 19.89 | D | |
| Stock Option (Right to Buy) | (5) | 02/16/2027 | Common Stock | 17,063 | 26.9 | D | |
| Restricted Stock Units | (6)(7) | (7) | Common Stock | 5,250 | 0.00 | D | |
| Stock Option (Right to Buy) | (8) | 07/25/2027 | Common Stock | 12,500 | 27.9 | D | |
| Restricted Stock Units | (6)(9) | (9) | Common Stock | 4,150 | 0.00 | D | |
| Restricted Stock Units | (6)(10) | (10) | Common Stock | 4,000 | 0.00 | D | |
| Stock Option (Right to Buy) | (11) | 01/31/2028 | Common Stock | 26,500 | 59.6 | D | |
| Restricted Stock Units | (6)(12) | (12) | Common Stock | 10,625 | 0.00 | D | |
| Restricted Stock Units | (6)(13) | (13) | Common Stock | 20,563 | 0.00 | D | |
| Stock Option (Right to Buy) | (14) | 01/31/2029 | Common Stock | 35,000 | 48.44 | D | |
| Explanation of Responses: |
| 1. Represents stock options outstanding from an original grant of options to purchase 10,000 shares of Common Stock. The shares of Common Stock underlying the original option grant are fully vested. |
| 2. Represents stock options outstanding from an original grant of options to purchase 14,300 shares of Common Stock. The shares of Common Stock underlying the original option grant are fully vested. |
| 3. Represents stock options outstanding from an original grant of options to purchase 10,000 shares of Common Stock. The shares of Common Stock underlying the original option grant shall vest in 16 equal quarterly installments over 4 years from February 9, 2016, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 4. Represents stock options outstanding from an original grant of options to purchase 15,000 shares of Common Stock. The shares of Common Stock underlying the original option grant shall vest in 16 equal quarterly installments over 4 years from September 8, 2016, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 5. Represents stock options outstanding from an original grant of options to purchase 21,000 shares of Common Stock. The shares of Common Stock underlying the original option grant shall vest in 16 equal quarterly installments over 4 years from February 17, 2017, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 6. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. |
| 7. The shares of Common Stock underlying the RSUs shall vest in 8 equal semi-annual installments over 4 years from March 1, 2017, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 8. The shares of Common Stock underlying the option shall vest in 16 equal quarterly installments over 4 years from July 26, 2017, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 9. The shares of Common Stock underlying the RSUs shall vest in 8 equal semi-annual installments over 4 years from August 1, 2017, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 10. The shares of Common Stock underlying the RSUs shall vest upon the achievement of specified market capitalization milestones of the Issuer on or before December 31, 2019, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 11. The shares of Common Stock underlying the option shall vest in 16 equal quarterly installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 12. The shares of Common Stock underlying the RSUs shall vest in 8 equal semi-annual installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 13. The shares of Common Stock underlying the RSUs shall vest in 8 equal semi-annual installments over 4 years from February 1, 2019, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| 14. The shares of Common Stock underlying the option shall vest in 16 equal quarterly installments over 4 years from February 1, 2019, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/Lesley Ann Calhoun, as Attorney-in-Fact | 10/03/2019 | |
| ** 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 5 (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. | ||
