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 SCICLONE PHARMACEUTICALS INC [ SCLN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/13/2017 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 10/13/2017 | M | 30,000 | A | (1) | 31,982(2) | D | |||
Common Stock | 10/13/2017 | F | 11,274 | D | $11.18 | 20,708 | D | |||
Common Stock | 10/13/2017 | D | 20,708 | A | $11.18 | 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 | ||||||||
Incentive Stock Option (right to buy)(3) | $10.35 | 10/13/2017 | D | 38,644 | (4) | 11/14/2026 | Common Stock | 38,644 | $0.83(5) | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(3) | $10.35 | 10/13/2017 | D | 41,356 | (4) | 11/14/2026 | Common Stock | 41,356 | $0.83(5) | 0 | D | ||||
Restricted Stock Unit(3) | (1) | 10/13/2017 | M | 30,000 | (6) | (6) | Common Stock | 30,000 | (1) | 0 | D |
Explanation of Responses: |
1. Each restricted stock unit represented a contingent right to receive one share of SCLN common stock upon settlement. |
2. Includes 773 shares of SCLN common stock acquired under Issuer's 2016 Employee Stock Purchase Plan on May 31, 2017; 746 shares of SCLN common stock acquired under Issuer's 2016 Employee Stock Purchase Plan on August 31, 2017; and 463 shares of SCLN common stock acquired under Issuer's 2016 Employee Stock Purchase Plan on October 6, 2017. |
3. Granted under Issuer's 2015 Equity Incentive Plan. |
4. Under its terms the option became exercisable in installments with 25% vesting on October 24, 2017 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the merger of Issuer and Silver Delaware Investment Limited (the "Merger"). |
5. The option was canceled immediately prior to the Merger in exchange for a cash payment per share from the Issuer in an amount equal to the excess of $11.18 per share over the exercise price. |
6. Restricted stock units became fully vested and entitled to settlement immediately prior to the Merger and terminated upon settlement in shares of SCLN common stock. |
Remarks: |
/s/ Carey Chern | 10/16/2017 | |
** 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. |