4//SEC Filing
Receptos, Inc. 4
Accession 0000899243-15-004153
CIK 0001463729operating
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 6:33 PM ET
Size
13.7 KB
Accession
0000899243-15-004153
Insider Transaction Report
Form 4
Receptos, Inc.RCPT
COOPER GRAHAM K
Chief Financial Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2015-08-27$226.90/sh−96,665$21,933,289→ 0 totalExercise: $5.10Exp: 2023-02-14→ Common Stock (96,665 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2015-08-27$213.23/sh−50,000$10,661,500→ 0 totalExercise: $18.77Exp: 2023-07-16→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2015-08-27−10,500→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2015-08-27$190.49/sh−36,945$7,037,653→ 0 totalExercise: $41.51Exp: 2024-04-02→ Common 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) 10,500 shares of the Company's common stock in the merger in exchange for $232.00 per share in cash (the "Offer Price") which number represents unvested time-based restricted stock units and (ii) 10,500 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: (i) 106,666 shares vested (a) 25% on the one-year anniversary of February 7, 2013 and (b) 1/48th of the shares each month thereafter and (ii) 40,000 shares vested (x) 25% upon achievement of a milestone event consisting of dosing of the first patient in the Company's first pivotal study for a product candidate (with any Phase 3 clinical study satisfying this requirement) and (y) 1/48th of the shares each month 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.
Documents
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, 6:33 PM ET
- Size
- 13.7 KB