Sec Form 4 Filing - MOORE TIMOTHY L. @ Kite Pharma, Inc. - 2017-10-03

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 MOORE TIMOTHY L. 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) EVP, Technical Operations (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 10/03/2017( 1 ) U 3,927 ( 2 ) D $ 180 41,734 D Common Stock 10/03/2017( 1 ) D 41,734 ( 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) $ 44.91 10/03/2017( 1 ) D 124,125 ( 5 ) 03/14/2026 Common Stock 124,125 $ 135.09 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 44.91 10/03/2017( 1 ) D 96,875 ( 5 ) 03/14/2026 Common Stock 96,875 ( 7 ) 0 D Employee Stock Option (Right to Buy) $ 46.09 10/03/2017( 1 ) D 30,700 ( 8 ) 12/21/2026 Common Stock 30,700 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOORE TIMOTHY L. C/O KITE PHARMA, INC. 2225 COLORADO AVENUE SANTA MONICA, CA90404 EVP, Technical Operations 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 validly tendered for $180 per share in cash, without interest and subject to any required withholding of taxes. ( 3 )Represents 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 25% vesting on March 15, 2017, and vesting thereafter in 36 equal monthly installments. ( 6 )This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to $180.00, 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 provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments.

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