Sec Form 4 Filing - Nussbaum Ran @ Kite Pharma, Inc. - 2017-10-03

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.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Nussbaum Ran
2. Issuer Name and Ticker or Trading Symbol
Kite Pharma, Inc. [ KITE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 )( 2 ) D 4,360 ( 3 ) D 0 D
Common Stock 10/03/2017( 1 )( 2 ) D 3,520 D 0 I See footnotes ( 4 ) ( 5 )
Common Stock 10/03/2017( 1 )( 2 ) D 2,651 D 0 I See footnotes ( 4 ) ( 6 )
Common Stock 10/03/2017( 1 )( 2 ) D 1,029 D 0 I See footnotes ( 4 ) ( 7 )
Common Stock 10/03/2017( 1 )( 2 ) D 2,632 D 0 I See footnotes ( 8 )
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
Director Stock Option (Right to Buy) $ 1.35 10/03/2017( 1 )( 2 ) D 50,000 ( 9 ) 03/24/2024 Common Stock 50,000 $ 178.65 ( 10 ) 0 D
Director Stock Option (Right to Buy) $ 59.23 10/03/2017( 1 )( 2 ) D 10,000 ( 11 ) 06/08/2025 Common Stock 10,000 $ 120.77 ( 10 ) 0 D
Director Stock Option (Right to Buy) $ 50.87 10/03/2017( 1 )( 2 ) D 7,000 ( 12 ) 05/31/2026 Common Stock 7,000 $ 129.13 ( 10 ) 0 D
Director Stock Option (Right to Buy) $ 91.21 10/03/2017( 1 )( 2 ) D 8,810 ( 13 ) 06/19/2027 Common Stock 8,810 $ 88.79 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nussbaum Ran
C/O KITE PHARMA, INC.
2225 COLORADO AVENUE
SANTA MONICA, CA90404
X
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").
( 2 )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 and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person, other than the shares described in Note 3 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 1,807 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, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit.
( 4 )The reporting person is a director of Pontifax Management 2 G.P. (2007) Ltd., which is the general partner of Pontifax Management II L.P., which is the general partner of Pontifax (Cayman) II, L.P., Pontifax (Israel) II, L.P. and Pontifax (Israel) II - Individual Investors, L.P.
( 5 )The securities are held in the name of Pontifax (Cayman) II L.P.
( 6 )The securities are held in the name of Pontifax (Israel) II, L.P.
( 7 )The securities are held in the name of Pontifax (Israel) II - Individual Investors L.P.
( 8 )The shares are held in the name of Magna 100 Ltd., of which the reporting person is President and Sultan.
( 9 )This option provided for vesting of 1/36th of the shares subject thereto on February 28, 2014, and for vesting of the remaining shares subject thereto in 35 equal monthly installments commencing March 30, 2014.
( 10 )This 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.
( 11 )This option provided for vesting in 12 equal monthly installments following June 9, 2015.
( 12 )This option provided for vesting in 12 equal monthly installments following June 1, 2016.
( 13 )This option provided for vesting in 12 equal monthly installments following June 20, 2017.

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).

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