Sec Form 4 Filing - Leonard Keith R @ 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
Leonard Keith R
2. Issuer Name and Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC [ KYTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(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 07/21/2015 G 66,667 D $ 0 763,076 ( 2 ) I See Footnote ( 3 )
Common Stock 08/18/2015 G 400,000 D $ 0 363,076 I See Footnote ( 3 )
Common Stock 10/01/2015 D 363,076 D 0 I See Footnote ( 3 )
Common Stock 10/01/2015 D 9,105 D 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 (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) $ 5.5 10/01/2015 D 28,082 ( 4 ) 01/15/2020 Common Stock 28,082 ( 4 ) 0 D
Stock Option (right to buy) $ 5.9 10/01/2015 D 81,306 ( 4 ) 10/14/2020 Common Stock 81,306 ( 4 ) 0 D
Stock Option (right to buy) $ 8.22 10/01/2015 D 34,148 ( 4 ) 02/01/2022 Common Stock 34,148 ( 4 ) 0 D
Stock Option (right to buy) $ 8.22 10/01/2015 D 51,223 ( 4 ) 02/01/2022 Common Stock 51,223 ( 4 ) 0 D
Stock Option (right to buy) $ 27.5 10/01/2015 D 50,400 ( 4 ) 01/29/2023 Common Stock 50,400 ( 4 ) 0 D
Stock Option (right to buy) $ 27.5 10/01/2015 D 33,600 ( 4 ) 01/29/2023 Common Stock 33,600 ( 4 ) 0 D
Stock Option (right to buy) $ 44.02 10/01/2015 D 89,542 ( 4 ) 01/02/2024 Common Stock 89,542 ( 4 ) 0 D
Stock Option (right to buy) $ 38.53 10/01/2015 D 151,302 ( 4 ) 01/29/2025 Common Stock 151,302 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leonard Keith R
C/O KYTHERA BIOPHARMACEUTICALS, INC.
30930 RUSSELL RANCH ROAD, 3RD FLOOR
WESTLAKE VILLAGE, CA91362
X President & CEO
Signatures
/s/ Keith Klein as Attorney-in-Fact for Keith R. Leonard 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 )The Reporting Person no longer has reportable beneficial interests in 189 shares of Issuer common stock held by Keith R. Leonard III, the Reporting Person's son, or 189 shares of Issuer common stock held by Nina R. Leonard, the Reporting Person's daughter. On April 12, 2015, an independent third-party was appointed trustee of each of Keith Richard Leonard, Jr., Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "KL GRAT") and Nanette LaRosa Leonard, Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "NL GRAT") and the Reporting Person ceased to serve as trustee thereof. Accordingly, the Reporting Person no longer has a reportable beneficial interest in 47,103 shares of Issuer common stock previously held by the KL GRAT or 47,103 shares of Issuer common stock previously held by the NL GRAT.
( 3 )Shares held by Leonard Family Trust, dated August 28, 1996, Keith Richard Leonard, Jr. and Nannette LaRosa Leonard, Trustees.
( 4 )Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming a stock price of $75.00.

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