Lucy Patrick K. 4

Accession 0000899243-20-027428

CIK 0001478121other

View on SEC.gov Company Profile

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 8:38 PM ET

Size

28.4 KB

Accession

0000899243-20-027428

Insider Transaction Report

Form 4

Period: 2020-10-01

Pfenex Inc.PFNX

Lucy Patrick K.

Chief Business Officer

Transactions

Disposition from Tender
Common Stock
2020-10-01−90,246→ 0 total
Disposition from Tender
Stock Option (right to buy)
2020-10-01−59,000→ 0 total
Exercise: $3.90Exp: 2029-02-01→ Common Stock (59,000 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−47,500→ 0 total
Exercise: $10.89Exp: 2030-02-03→ Common Stock (47,500 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−26,671→ 0 total
Exercise: $11.59Exp: 2024-06-17→ Common Stock (26,671 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−11,238→ 0 total
Exercise: $7.47Exp: 2027-03-01→ Common Stock (11,238 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−85,000→ 0 total
Exercise: $7.47Exp: 2027-03-01→ Common Stock (85,000 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−60,486→ 0 total
Exercise: $3.38Exp: 2028-02-01→ Common Stock (60,486 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−41,000→ 0 total
Exercise: $6.90Exp: 2025-02-02→ Common Stock (41,000 underlying)
Disposition from Tender
Stock Option (right to buy)
2020-10-01−41,970→ 0 total
Exercise: $9.19Exp: 2026-02-01→ Common Stock (41,970 underlying)

Footnotes (11)

[F1](1) 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,
[F10]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.
[F11]Subject to the reporting person's continuing service, one forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is June 1, 2014.
[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]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. "Vesting Commencement Date" shall mean February 2, 2015.
[F4]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.
[F5]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. "Vesting Commencement Date" shall mean February 1, 2016.
[F6]One twenty-fourth (1/24th) of the shares subject to the option shall vest every month after the date of grant such that all shares shall be fully vested on the two (2) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 1, 2017.
[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 March 1, 2017.
[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, 2018.
[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 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2019.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Pfenex Inc.

CIK 0001478121

→

Entity typeother

Related Parties

filerCIK 0001612843

Filing Metadata

Form type: 4
Filed: Oct 4, 8:00 PM ET
Accepted: Oct 5, 8:38 PM ET
Size: 28.4 KB

View on SEC.gov