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4//SEC Filing

Receptos, Inc. 4

Accession 0000899243-15-004143

CIK 0001463729operating

Filed

Aug 26, 8:00 PM ET

Accepted

Aug 27, 6:20 PM ET

Size

15.0 KB

Accession

0000899243-15-004143

Insider Transaction Report

Form 4
Period: 2015-08-25
Boehm Marcus F
Chief Technology Officer
Transactions
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2015-08-27$213.23/sh49,500$10,554,8850 total
    Exercise: $18.77Exp: 2023-07-16Common Stock (49,500 underlying)
  • Disposition from Tender

    Common Stock

    2015-08-25145,6567,000 total
  • Disposition to Issuer

    Common Stock

    2015-08-277,0000 total
  • Disposition to Issuer

    Employee Stock Option (right to buy

    2015-08-27$223.90/sh26,666$5,970,5170 total
    Exercise: $8.10Exp: 2023-04-17Common Stock (26,666 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2015-08-27$190.49/sh36,945$7,037,6530 total
    Exercise: $41.51Exp: 2024-04-02Common Stock (36,945 underlying)
Footnotes (5)
  • [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 14, 2015, by and among Receptos, Inc., a Delaware corporation (the "Company"), Celgene Corporation, a Delaware corporation ("Parent"), and Strix Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, the reporting person disposed of (i) 152,656 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") which number includes 7,000 unvested time-based restricted stock units and 10,051 shares of unvested restricted stock and (ii) 7,000 unvested performance-based restricted stock units, each of which was cancelled in exchange for the Offer Price.
  • [F2]Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
  • [F3]The original vesting term of the option was as follows: 25% of the shares vested on April 18, 2014 and 1/48th of the shares vested monthly thereafter.
  • [F4]The original vesting term of the option was as follows: 25% of the shares vested on July 17, 2014 and 1/48th of the shares vested monthly thereafter.
  • [F5]The original vesting term of the option was as follows: 25% of the shares vested on April 3, 2015 and 1/48th of the shares vested monthly thereafter.

Issuer

Receptos, Inc.

CIK 0001463729

Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001463729

Filing Metadata

Form type
4
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 6:20 PM ET
Size
15.0 KB