4//SEC Filing
AMBIT BIOSCIENCES CORP 4
Accession 0001104659-14-088135
CIK 0001131543operating
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 12:26 PM ET
Size
20.3 KB
Accession
0001104659-14-088135
Insider Transaction Report
Form 4
Marchington Allan P
Director
Transactions
- Disposition to Issuer
Common Stock
2014-11-10$15.00/sh−281,624$4,224,360→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2014-11-10$15.00/sh−306,619$4,599,285→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2014-11-10$15.00/sh−307,051$4,605,765→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2014-11-10$15.00/sh−431,527$6,472,905→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2014-11-10$15.00/sh−69,666$1,044,990→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
2014-11-10$8.34/sh−7,085$59,089→ 0 totalExercise: $6.66Exp: 2023-05-20→ Common Stock (7,085 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-11-10$8.67/sh−8,000$69,360→ 0 totalExercise: $6.33Exp: 2024-05-14→ Common Stock (8,000 underlying) - Disposition to Issuer
Warrant (right to buy)
2014-11-10$16.25/sh−136,650$2,220,563→ 0 total(indirect: See Footnote)Exercise: $0.24Exp: 2022-10-26→ Common Stock (136,650 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated September 28, 2014 (the "Merger Agreement"), among Ambit Biosciences Corporation ("Ambit"), Daiichi Sankyo Company, Limited ("Daiichi Sankyo"), and Charge Acquisition Corp., each share was converted into the right to receive: (i) a cash payment of $15.00; and (ii) one non-transferable contingent value right ("CVR") issued by Daiichi Sankyo in accordance with the Contingent Value Rights Agreement, dated November 10, 2014, between Daiichi Sankyo and Broadridge Corporate Issuer Solutions, Inc.
- [F2]The securities are held by Apposite Healthcare Fund LP, or Apposite. Apposite Healthcare (GP) Limited, the general partner of Apposite, has appointed Apposite Capital LLP as the manager of Apposite. The Reporting Person is a designated member of Apposite Capital LLP and, together with F. David Porter and Stephen Adkin, the other designated members of Apposite Capital LLP, shares voting and investment control over the securities held by Apposite; however, each disclaims beneficial ownership, except to the extent of their pecuniary interests therein.
- [F3]Pursuant to the Merger Agreement, each option, whether vested or not vested, was cancelled and converted into the right to receive: (i) a cash payment equal the excess, if any, of $15.00 over such option's price per share exercise price; and (ii) one non-transferable CVR issued by Daiichi Sankyo in accordance with the Contingent Value Rights Agreement, dated November 10, 2014, between Daiichi Sankyo and Broadridge Corporate Issuer Solutions, Inc.
- [F4]The shares were purchased by Apposite in a private placement concurrent with the closing of the Issuers' initial public offering.
- [F5]The shares were acquired on exercise of a warrant to purchase shares of common stock for an exercise price of $0.024 per share.
- [F6]Pursuant to the Merger Agreement, each outstanding and unexercised Warrant to Purchase Common Stock issued by Ambit in October 2012 to investors in Ambit's October 2012 Series E preferred stock financing (a "Series E Warrant") was cancelled in exchange for an amount in cash equal to $16.25 per share issuable upon the exercise of such Series E Warrant.
Documents
Issuer
AMBIT BIOSCIENCES CORP
CIK 0001131543
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001131543
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 12:26 PM ET
- Size
- 20.3 KB