Sec Form 4 Filing - Sherman Michael A. @ ENDOCYTE INC - 2018-12-21

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 Sherman Michael A. 2. Issuer Name and Ticker or Trading Symbol ENDOCYTE INC [ ECYT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3000 KENT AVE., SUITE A1-100 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2018 (Street) WEST LAFAYETTE, IN47906 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 12/21/2018 D 243,739 D $ 24( 1 ) 0 D Common Stock 12/21/2018 D 19,919 D $ 24( 1 ) 0 I By Sherman Investors, LLC Common Stock 12/21/2018 D 7,188 D $ 24( 2 ) 0 D Common Stock 12/21/2018 D 5,000 D $ 24( 3 ) 0 D Common Stock 12/21/2018 D 23,438 D $ 24( 4 ) 0 D Common Stock 12/21/2018 D 62,500 D $ 24( 5 ) 0 D Common Stock 12/21/2018 D 37,500 D $ 24( 6 ) 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) $ 9.05 12/21/2018 D 20,800 ( 7 ) 04/14/2021 Common Stock 20,800 $ 14.95( 7 ) 0 D Stock Option (right to buy) $ 3.55 12/21/2018 D 74,998 ( 7 ) 02/28/2022 Common Stock 74,998 $ 20.45( 7 ) 0 D Stock Option (right to buy) $ 9.86 12/21/2018 D 58,719 ( 7 ) 02/19/2023 Common Stock 58,719 $ 14.14( 7 ) 0 D Stock Option (right to buy) $ 11.11 12/21/2018 D 36,000 ( 7 ) 02/06/2024 Common Stock 36,000 $ 12.89( 7 ) 0 D Stock Option (right to buy) $ 5.1 12/21/2018 D 86,247 ( 7 ) 02/04/2025 Common Stock 86,247 $ 18.9( 7 ) 0 D Stock Option (right to buy) $ 3.18 12/21/2018 D 86,248 ( 8 ) 02/04/2026 Common Stock 86,248 $ 20.82( 8 ) 0 D Stock Option (right to buy) $ 3.68 12/21/2018 D 60,000 ( 9 ) 06/16/2026 Common Stock 60,000 $ 20.32( 9 ) 0 D Stock Option (right to buy) $ 2.16 12/21/2018 D 187,500 ( 10 ) 02/02/2027 Common Stock 187,500 $ 21.84( 10 ) 0 D Stock Option (right to buy) $ 3.01 12/21/2018 D 225,000 ( 11 ) 02/08/2028 Common Stock 225,000 $ 20.99( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherman Michael A. 3000 KENT AVE., SUITE A1-100 WEST LAFAYETTE, IN47906 X President and CEO Signatures /s/ Michael A. Sherman 12/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of October 17, 2018 (the "Merger Agreement"), by and among Endocyte, Inc. (the "Company"), Novartis AG ("Novartis") and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on December 21, 2018, each share of Company common stock was converted into the right to receive an amount in cash equal to $24.00, without interest and less any applicable withholding taxes. ( 2 )This restricted stock unit ("RSU") award, which originally consisted of 14,375 RSUs and of which 7,187 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 4, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. ( 3 )This RSU award, which originally consisted of 10,000 RSUs and of which 5,000 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on June 16, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. ( 4 )This RSU award, which originally consisted of 31,250 RSUs and of which 7,812 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 2, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. ( 5 )This RSU award, which originally consisted of 125,000 RSUs and of which 62,500 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/2 annually over a period of 2 years beginning on October 4, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. ( 6 )This RSU award provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 8, 2019 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. ( 7 )This Company stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. ( 8 )This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 4, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. ( 9 )This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on June 16, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. ( 10 )This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 2, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. ( 11 )This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 8, 2019. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.

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