4//SEC Filing
Receptos, Inc. 4
Accession 0000899243-15-004156
CIK 0001463729operating
Filed
Aug 26, 8:00 PM ET
Accepted
Aug 27, 6:38 PM ET
Size
13.1 KB
Accession
0000899243-15-004156
Insider Transaction Report
Form 4
Receptos, Inc.RCPT
Torres S. Edward
Director
Transactions
- Disposition from Tender
Common Stock
2015-08-25−665,561→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2015-08-27−7,400→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2015-08-27$204.56/sh−9,400$1,922,864→ 0 totalExercise: $27.44Exp: 2024-06-02→ Common Stock (9,400 underlying) - Disposition to Issuer
Stock Option (right to buy)
2015-08-27$213.23/sh−18,800$4,008,724→ 0 totalExercise: $18.77Exp: 2023-07-16→ Common Stock (18,800 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, (i) 665,561 shares of the Company's common stock held indirectly by the reporting person as described in footnote (2) were disposed of in the Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 7,400 unvested time-based restricted stock units held directly by the reporting person were disposed of in the merger, each in exchange for the Offer Price.
- [F2]These shares were owned directly by Lilly Ventures Fund I, LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. S. Edward Torres is a non-managing member of the Fund and may be deemed to beneficially own the shares. Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.
- [F3]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.
- [F4]The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on May 9, 2013.
- [F5]The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.
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, 6:38 PM ET
- Size
- 13.1 KB