4//SEC Filing
Schimmelpennink Evert B. 4
Accession 0000899243-20-027411
CIK 0001478121other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 8:30 PM ET
Size
22.8 KB
Accession
0000899243-20-027411
Insider Transaction Report
Form 4
Pfenex Inc.PFNX
Schimmelpennink Evert B.
DirectorSee Remarks
Transactions
- Disposition from Tender
Stock Option (right to buy)
2020-10-01−195,062→ 0 totalExercise: $3.38Exp: 2028-02-01→ Common Stock (195,062 underlying) - Disposition from Tender
Common Stock
2020-10-01−16,658→ 0 total - Disposition from Tender
Stock Option (right to buy)
2020-10-01−36,290→ 0 totalExercise: $3.52Exp: 2027-09-01→ Common Stock (36,290 underlying) - Disposition from Tender
Common Stock
2020-10-01−10,000→ 0 total(indirect: See footnote) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−225,000→ 0 totalExercise: $10.89Exp: 2030-02-03→ Common Stock (225,000 underlying) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−300,000→ 0 totalExercise: $3.90Exp: 2029-02-01→ Common Stock (300,000 underlying) - Disposition from Tender
Stock Option (right to buy)
2020-10-01−313,710→ 0 totalExercise: $3.52Exp: 2027-09-01→ Common Stock (313,710 underlying)
Footnotes (9)
- [F1]Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated August 10, 2020 (the "Merger Agreement"), by and among Ligand Pharmaceutical Incorporated, a Delaware corporation, Pelican Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Issuer, each issued and outstanding share of Issuer common stock (other than (A) Cancelled Shares, (B) Accepted Company Shares, and (C) Dissenting Company Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive (i) $12.00 per share, net to the holder thereof, subject to reduction for any applicable withholding Taxes (as defined in the Merger Agreement) payable in respect thereof, in cash (the "Cash Portion"), and (ii) a non-transferrable contractual contingent value right per share (a "CVR"), pursuant to the Contingent Value Rights Agreement,
- [F2](continued from footnote 1) dated as of September 30, 2020 (as it may be amended from time to time, the "CVR Agreement"), to receive a contingent payment of $2.00 in cash upon the achievement of a specified milestone as set forth in the CVR Agreement (the "CVR Portion"), effective immediately prior to the Effective Time (as defined in the Merger Agreement).
- [F3]Shares held by the Schimmelpennink-Van Alphen Trust, dated 7/31/2019, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.
- [F4]Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean August 3, 2017.
- [F5]Upon the terms and subject to the conditions set forth in the Merger Agreement, each option with an exercise price equal to or less than the Cash Portion that remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into a right to receive, with respect to each share of Issuer Common stock subject to such option, an amount in cash, without interest, equal to the excess, if any, of (i) the Cash Portion over the per share exercise price of such option, plus (ii) the CVR Portion (the "Option Consideration"). All Option Consideration will be paid without interest and less any applicable tax withholdings
- [F6]Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2018.
- [F7]Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2019.
- [F8]Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2020.
- [F9]Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2016 Inducement Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean August 3, 2017.
Documents
Issuer
Pfenex Inc.
CIK 0001478121
Entity typeother
Related Parties
1- filerCIK 0001713795
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 8:30 PM ET
- Size
- 22.8 KB