AMBIT BIOSCIENCES CORP 4
4 · AMBIT BIOSCIENCES CORP · Filed Nov 12, 2014
Insider Transaction Report
Form 4
MARTINO MICHAEL A
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2014-11-10$9.00/sh−451,899$4,067,091→ 0 totalExercise: $6.00Exp: 2022-12-12→ Common Stock (451,899 underlying) - Disposition to Issuer
Restricted Stock Units
2014-11-10$15.00/sh−253,871$3,808,065→ 0 total→ Common Stock (253,871 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2014-11-10$3.19/sh−46,083$147,005→ 0 totalExercise: $11.81Exp: 2023-07-15→ Common Stock (46,083 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2014-11-10$4.20/sh−91,700$385,140→ 0 totalExercise: $10.80Exp: 2024-01-07→ Common Stock (91,700 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of September 28, 2014, (the "Merger Agreement"), among Ambit Biosciences Corporation ("Ambit"), Daiichi Sankyo"), and Charge Acquisition Corp., each option, whether vested or not vested, was cancelled and converted into the right to receive:(i) a cash payment equal to the excess, if any, of $15.00 (the "Closing Price")over such option's per share exercise price; 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]Pursuant to the terms of the Merger Agreement, each award was cancelled and converted into the right to receive: (i) a cash payment of $15.00; and (ii) one CVR for each share of restricted stock unit.
- [F3]One-third of the restricted stock units will commence vesting upon Certification (as defined in the Company's 2014 Long Term Incentive Plan, or "LTIP") that the applicable Performance Goal (which, in each case related to the Issuer's common stock achieving a pre-determined market price) has been achieved for the first time, as further described in the LTIP. The restricted stock units that commence vesting upon such Certification will vest in three equal installments on each of the first, second and third anniversaries of the date of first achievement of such Performance Goal, subject to the Participant's Continuous Service (as defined in the LTIP) through each vesting date and subject to potential acceleration as described in the LTIP. If a Performance Goal is not achieved prior to December 31, 2017 (the "Performance Period"), the portion that would have vested upon achieving such Performance Goal shall be terminated as of the end of the Performance Period.