Sec Form 4 Filing - Smither John W @ KYTHERA BIOPHARMACEUTICALS INC - 2015-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Smither John W
2. Issuer Name and Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC [ KYTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O KYTHERA BIOPHARMACEUTICALS, INC., 30930 RUSSELL RANCH ROAD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2015
(Street)
WESTLAKE VILLAGE, CA91362
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/01/2015 D 17,960 ( 2 ) D 0 D
Common Stock 10/01/2015 D 6,216 D 0 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 5.9 10/01/2015 D 14,897 ( 4 ) 10/14/2020 Common Stock 14,897 ( 4 ) 0 D
Stock Option (right to buy) $ 8.22 10/01/2015 D 852 ( 5 ) 02/01/2022 Common Stock 852 ( 5 ) 0 D
Stock Option (right to buy) $ 27.5 10/01/2015 D 6,700 ( 6 ) 01/29/2023 Common Stock 6,700 ( 6 ) 0 D
Stock Option (right to buy) $ 44.02 10/01/2015 D 19,266 ( 7 ) 01/22/2024 Common Stock 19,266 ( 7 ) 0 D
Stock Option (right to buy) $ 38.53 10/01/2015 D 45,344 ( 8 ) 01/29/2025 Common Stock 45,344 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smither John W
C/O KYTHERA BIOPHARMACEUTICALS, INC.
30930 RUSSELL RANCH ROAD, 3RD FLOOR
WESTLAKE VILLAGE, CA91362
Chief Financial Officer
Signatures
/s/ Keith Klein, as Attorney-in-Fact for John Smither 10/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Allergan plc (formerly known as Actavis plc) ("Allergan"), Keto Merger Sub, Inc. (a wholly owned subsidiary of Allergan) and Issuer, whereby each share of Issuer common stock was canceled in exchange for $75.00 in cash, without interest.
( 2 )Includes 575 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 21, 2015.
( 3 )Shares held by the 1994 Smither Family Trust dated March 1, 1994 as amended March 23, 2006, John W. Smither and Noretha V. Smither, Trustees.
( 4 )Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 3,937 shares of Allergan common stock at an exercise price of $22.31 per share.
( 5 )Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 225 shares of Allergan common stock at an exercise price of $31.11 per share.
( 6 )Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 1,770 shares of Allergan common stock at an exercise price of $104.04 per share.
( 7 )Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 5,092 shares of Allergan common stock at an exercise price of $166.55 per share.
( 8 )Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 11,984 shares of Allergan common stock at an exercise price of $145.78 per share.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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