Sec Form 4 Filing - AYRES JOHN C @ ARATANA THERAPEUTICS, INC. - 2019-07-18

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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
AYRES JOHN C
2. Issuer Name and Ticker or Trading Symbol
ARATANA THERAPEUTICS, INC. [ PETX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEE REMARKS
(Last) (First) (Middle)
C/O ARATANA THERAPEUTICS, INC., 11400 TOMAHAWK CREEK PARKWAY, SUITE 340
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2019
(Street)
LEAWOOD, KS66211
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 07/18/2019 D 129,889 ( 1 ) ( 2 ) ( 3 ) 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) $ 20.4 07/18/2019 D 66,667 ( 4 ) ( 4 ) Common Stock 66,667 ( 4 ) 0 D
Stock Option (Right to Buy) $ 18.42 07/18/2019 D 20,000 ( 4 ) ( 4 ) Common Stock 20,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 17.18 07/18/2019 D 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 3.14 07/18/2019 D 70,000 ( 4 ) ( 4 ) Common Stock 70,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 8.02 07/18/2019 D 37,500 ( 4 ) ( 4 ) Common Stock 37,500 ( 4 ) 0 D
Stock Option (Right to Buy) $ 4.83 07/18/2019 D 60,000 ( 4 ) ( 4 ) Common Stock 60,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 4.22 07/18/2019 D 82,627 ( 4 ) ( 4 ) Common Stock 82,627 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AYRES JOHN C
C/O ARATANA THERAPEUTICS, INC.
11400 TOMAHAWK CREEK PARKWAY, SUITE 340
LEAWOOD, KS66211
SEE REMARKS
Signatures
/s/ John C. Ayres 07/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 18, 2019, pursuant to that certain Agreement and Plan of Merger dated April 26, 2019 (the "Merger Agreement") among Aratana Therapeutics, Inc. (the "Company"), Elanco Animal Health Incorporated ("Elanco") and Elanco Athens, Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco ("Elanco Athens"), Elanco Athens merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Elanco. Pursuant to the Merger Agreement, each outstanding share of Company common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 0.1481 validly issued, fully paid and non-assessable shares of Elanco common stock (the "Stock Consideration"), having a market value of $4.91 on the effective date of the Merger, and (B) one contingent value right, which represents the contractual right to receive a contingent cash (continued in footnote 2)
( 2 )(continued from footnote 1) payment of $0.25 per share of Company common stock if a specified milestone is achieved within agreed time periods, subject to and in accordance with the CVR Agreement, dated July 18, 2019, by and among Elanco, Broadridge Corporate Issuer Solutions, Inc., and UMB Bank, National Association (together with the Stock Consideration, the "Merger Consideration").
( 3 )Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of all outstanding unvested Company restricted stock awards was accelerated in full and each such restricted stock award was cancelled and terminated as of the effective time of the Merger. Each holder of a Company restricted stock award received the right to the Merger Consideration due with respect to the shares of Company common stock received in exchange for such accelerated restricted stock awards.
( 4 )Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of each outstanding Company option was accelerated in full and each such option was net exercised and immediately cancelled and terminated. Each holder of such a Company option was treated as holding the number of shares of Company common stock issuable upon exercise of the option in full multiplied by the Net Exercise Ratio (as defined in the Merger Agreement), and received the right to the Merger Consideration with respect to such shares.

Remarks:
The Reporting Person is VP-Corporate Development and Administration, General Counsel and Secretary.

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