Sec Form 4 Filing - Sheehy Douglas T. @ Aimmune Therapeutics, Inc. - 2020-10-10

Insider filing report for Changes 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
Sheehy Douglas T.
2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT]
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)
AIMMUNE THERAPEUTICS, INC., 8000 MARINA BOULEVARD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2020
(Street)
BRISBANE, CA94005-1884
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, $0.0001 par value 10/10/2020 U 47,450 ( 1 ) D $ 34.5 0 D
Common Stock, $0.0001 par value 10/13/2020 D 36,875 ( 2 ) ( 3 ) D $ 34.5 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) $ 12.95 10/13/2020 D 22,361 ( 4 ) ( 4 ) Common Stock 22,361 $ 21.55 0 D
Stock Option (right to buy) $ 19.63 10/13/2020 D 67,500 ( 4 ) ( 4 ) Common Stock 67,500 $ 14.87 0 D
Stock Option (right to buy) $ 34.07 10/13/2020 D 75,000 ( 4 ) ( 4 ) Common Stock 75,000 $ 0.43 0 D
Stock Option (right to buy) $ 23.72 10/13/2020 D 75,000 ( 4 ) ( 4 ) Common Stock 75,000 $ 10.78 0 D
Stock Option (right to buy) $ 23.81 10/13/2020 D 67,500 ( 4 ) ( 4 ) Common Stock 67,500 $ 10.69 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sheehy Douglas T.
AIMMUNE THERAPEUTICS, INC.
8000 MARINA BOULEVARD, SUITE 300
BRISBANE, CA94005-1884
See Remarks
Signatures
/s/ Douglas T. Sheehy 10/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,782 shares acquired pursuant to the Issuer's employee stock purchase plan.
( 2 )Disposed of to SPN MergerSub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated August 29, 2020, by and between the Issuer, Societes des Produits Nestle S.A., ("Nestle"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock (other than those shares owned by Nestle and its affiliates) at a purchase price of $34.50 per share (the "Offer Price").
( 3 )Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") that was outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") vested in full, terminated, and was converted into the right to receive a cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of common stock subject to the RSU.
( 4 )Pursuant to the Merger Agreement, at the Effective Time, each stock option outstanding and unexercised immediately prior to the Effective Time vested in full, terminated and was converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock that were subject to such stock option immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Price over the per share exercise price of such stock option.

Remarks:
General Counsel & Corporate Secretary

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