Sec Form 4 Filing - SCHEIBLER LUKAS @ KUBOTA PHARMACEUTICAL HOLDINGS CO LTD - 2017-07-17

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
SCHEIBLER LUKAS
2. Issuer Name and Ticker or Trading Symbol
KUBOTA PHARMACEUTICAL HOLDINGS CO LTD [ M??????]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP of Research & Development
(Last) (First) (Middle)
C/O ACUCELA INC., 818 STEWART STREET, SUITE 1110
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2017
(Street)
SEATTLE, WA98101
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 ( 1 ) ( 2 ) 07/17/2017 M 2,663 A 12,358 D
Common Stock ( 1 ) ( 2 ) 07/17/2017 S 1,250 ( 4 ) D $ 6.5 11,108 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
Share Acquisition Right (right t o buy) ( 5 ) ( 3 ) 07/17/2017 M 2,663 ( 6 ) 09/17/2019 Common Stock 2,663 $ 0 66,587 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHEIBLER LUKAS
C/O ACUCELA INC.
818 STEWART STREET, SUITE 1110
SEATTLE, WA98101
EVP of Research & Development
Signatures
/s/ John E. Gebhart as attorney-in-fact for Lukas Scheibler 07/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 30, 2016, the issuer completed its change in place of incorporation, pursuant to which Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation ("Kubota Holdings"), became the publicly traded parent company of the Kubota group of companies. Each issued and outstanding share of common stock of Acucela Inc., a Washington corporation ("Acucela US"), was cancelled and converted into one share of common stock of Kubota Holdings. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, Kubota Holdings is the successor issuer to Acucela US. Each outstanding restricted stock unit was converted into a stock acquisition right to acquire one share of Kubota Holdings common stock for one yen per share.
( 2 )Kubota Holdings' common stock trades on the Tokyo Stock Exchange under the code 4596.
( 3 )Each stock acquisition right is exercisable for one share of Kubota Holdings common stock at an exercise price of one yen per share. Pursuant to the terms of the stock acquisition right, on the vesting date the vested shares were automatically acquired by Kubota Holdings for no consideration.
( 4 )The sale reported on this Form 4 was effected pursuant to a non-discretionary, Issuer-mandated sell-to-cover arrangement, in order to cover tax withholding incident to the automatic acquisition of the vested portion of the stock acquisition right on the transaction date.
( 5 )In connection with Kubota Holdings' change in place of incorporation, the reporting person's Prior Award (defined below) was cancelled, and in exchange therefor, Kubota Holdings issued the reporting person stock acquisition rights to purchase shares of Kubota Holdings' common stock (the "Substitute Award").
( 6 )On August 17, 2015, the reporting person was granted 127,847 restricted stock units (the "Prior Award") by Acucela US, with a four year vesting period, with 25% of the Prior Award vesting on August 17, 2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% is vested on August 17, 2019, subject to the reporting person's provision of service to the issuer on each vesting date. The foregoing vesting schedule applies to the Substitute Award.

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