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Sec Form 4 Filing - BUTITTA CYNTHIA M @ Kite Pharma Inc. - 2017-10-03

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
BUTITTA CYNTHIA M
2. Issuer Name and Ticker or Trading Symbol
Kite Pharma, Inc. [ KITE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O KITE PHARMA, INC., 2225 COLORADO AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2017
(Street)
SANTA MONICA, CA90404
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 09/21/2017 G V 27,900 D $ 0 93,667 D
Common Stock 10/03/2017( 1 )( 2 ) D 93,667 ( 3 ) ( 4 ) 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
Employee Stock Option (Right to Buy) $ 1.35 10/03/2017( 1 ) D 44,110 ( 5 ) 03/24/2024 Common Stock 44,110 $ 178.65 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 1.35 10/03/2017( 1 ) D 36,284 ( 5 ) 03/24/2024 Common Stock 36,284 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 17 10/03/2017( 1 ) D 121,477 ( 8 ) 06/19/2024 Common Stock 121,477 $ 163 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 17 10/03/2017( 1 ) D 28,034 ( 8 ) 06/19/2024 Common Stock 28,034 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 51.96 10/03/2017( 1 ) D 51,563 ( 9 ) 12/23/2024 Common Stock 51,563 $ 128.04 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 51.96 10/03/2017( 1 ) D 23,437 ( 9 ) 12/23/2024 Common Stock 23,437 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 63.87 10/03/2017( 1 ) D 28,919 ( 10 ) 12/16/2025 Common Stock 28,919 $ 116.13 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 63.87 10/03/2017( 1 ) D 37,181 ( 10 ) 12/16/2025 Common Stock 37,181 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 46.09 10/03/2017( 1 ) D 90,600 ( 11 ) 12/21/2026 Common Stock 90,600 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUTITTA CYNTHIA M
C/O KITE PHARMA, INC.
2225 COLORADO AVENUE
SANTA MONICA, CA90404
Chief Operating Officer
Signatures
/s/ David M. Tanen, Attorney-in-Fact 10/05/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.