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| FORM 4 |
| 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
| ( 1 )On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.|
( 2 )Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Notes 3 and 4 below, was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes.
( 3 )Includes 38,675 shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units (each a "Company Restricted Stock Unit"), held by the Reporting Person.
( 4 )Pursuant to the terms of the Merger Agreement, each Company Restricted Stock Unit was assumed and converted into a restricted stock unit denominated in shares of Parent common stock, on the same terms and conditions as were then applicable under such Company Restricted Stock Unit (including applicable performance vesting conditions), and relating to a number of shares of Parent common stock equal to the product of (i) the total number of shares of Company common stock subject to such Company Restricted Stock Unit multiplied by (ii) the quotient of (A) $180.00 divided by (B) the volume-weighted average closing sale price of a share of Parent common stock for the fifteen full consecutive trading days ending on and including September 28, 2017 ($83.12) (such quotient, the "Equity Award Conversion Ratio").
( 5 )This option provided for vesting as to 108,839 shares on December 15, 2017 and vesting as to 9,071 shares per month thereafter.
( 6 )This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
( 7 )Pursuant to the terms of the Merger Agreement, each option to purchase Company common stock (each, a "Company Option") then outstanding and unexercised, other than any vested in-the-money Company Option, was assumed and converted intoan option to purchase a number of shares of Parent common stock, on the same terms and subject to the same conditions as were applicable to such Company Option, equal to the product of (i) the total number of shares of Company common stock subject to such Company Option multiplied by (ii) the Equity Award Conversion Ratio, and with an exercise price equal to the quotient of (i) the exercise price of such Company Option divided by (ii) the Equity Award Conversion Ratio.
( 8 )This option provided for 25% vesting on June 20, 2015, and vesting thereafter in 36 equal monthly installments.
( 9 )This option provided for 25% vesting on December 24, 2015, and vesting thereafter in 36 equal monthly installments.
( 10 )This option provided for 25% vesting on December 17, 2016, and vesting thereafter in 36 equal monthly installments.
( 11 )This option provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|