Sec Form 4 Filing - Societe des Produits Nestle S.A. @ Aimmune Therapeutics, Inc. - 2020-10-13

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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
Societe des Produits Nestle S.A.
2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
AVENUE NESTLE 55
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2020
(Street)
CH-1800, VEVEY, V8
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 10/13/2020 P 43,435,583 A $ 34.5 43,435,583 ( 1 ) I See footnote ( 2 )
Common Stock 12,727,113 ( 1 ) D
Common Stock 10/13/2020 P 10,681,704 A $ 34.5 23,408,817 ( 1 ) I See footnote ( 3 )
Series A Preferred Stock 525,634 ( 1 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Societe des Produits Nestle S.A.
AVENUE NESTLE 55
CH-1800, VEVEY, V8
X
Signatures
Societe des Produits Nestle S.A., /s/ Claudio Kuoni 10/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of the shares were cancelled on October 13, 2020 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 29, 2020 (the "Merger Agreement"), by and among Societe des Produits Nestle S.A. ("SPN"), SPN MergerSub, Inc., a wholly owned subsidiary of SPN ("Merger Sub"), and Aimmune Therapeutics, Inc. ("Aimmune"). Following effectiveness of the merger provided for in the Merger Agreement, SPN owns 100 shares of the common stock of Aimmune, which became a wholly owned subsidiary of SPN as a result of such merger, which represents all of the outstanding shares of common stock of Aimmune.
( 2 )Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SPN, pursuant to the Merger Agreement, for any and all outstanding shares of Aimmune common stock pursuant to that certain Offer to Purchase dated September 14, 2020.
( 3 )Shares acquired pursuant to the merger provided for in the Merger Agreement.

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