Receptos, Inc. 4
4 · Receptos, Inc. · Filed Aug 27, 2015
Insider Transaction Report
Form 4
Receptos, Inc.RCPT
RASTETTER WILLIAM H
Director
Transactions
- 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
Common Stock
2015-08-27−7,400→ 0 total - Disposition from Tender
Common Stock
2015-08-25−332,234→ 0 total(indirect: By Trust) - 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 (4)
- [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) 332,234 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) held indirectly by the reporting person through a family trust in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 7,400 unvested time-based restricted stock units in the merger held directly by the reporting person, each 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: the option vested in 36 equal monthly installments commencing on May 9, 2013.
- [F4]The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.