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4//SEC Filing

PROLOR Biotech, Inc. 4

Accession 0001144204-13-048998

CIK 0001268659operating
View on SEC.govCompany Profile

Filed

Sep 2, 8:00 PM ET

Accepted

Sep 3, 4:34 PM ET

Size

25.8 KB

Accession

0001144204-13-048998

Insider Transaction Report

Form 4
Period: 2013-08-29
PROLOR Biotech, Inc.PBTH
NOVIK SHAI A
DirectorPresident
Transactions
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−200,000→ 0 total
    Exercise: $2.40Exp: 2020-01-10→ Common Stock (200,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−900,000→ 0 total
    Exercise: $0.90Exp: 2018-03-01→ Common Stock (900,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−100,000→ 0 total
    Exercise: $0.65Exp: 2019-02-01→ Common Stock (100,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−145,048→ 0 total
    Exercise: $0.88Exp: 2016-12-14→ Common Stock (145,048 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−315,693→ 0 total
    Exercise: $0.88Exp: 2015-12-14→ Common Stock (315,693 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−200,000→ 0 total
    Exercise: $2.00Exp: 2017-05-09→ Common Stock (200,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−200,000→ 0 total
    Exercise: $6.47Exp: 2020-12-31→ Common Stock (200,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-08-29−400,000→ 0 total
    Exercise: $4.74Exp: 2023-02-04→ Common Stock (400,000 underlying)
  • Disposition to Issuer

    Common Stock

    2013-08-29−100,000→ 0 total
Footnotes (9)
  • [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 23, 2013 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc. ("OPKO") and POM Acquisition, Inc. ("POM"), a wholly-owned subsidiary of OPKO formed for the purpose of facilitating the merger of POM with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of the Issuer was cancelled and converted into the right to receive 0.9951 of a share of common stock, par value $0.01 per share, of OPKO ("OPKO Common Stock"). The OPKO Common Stock has a market value of $8.49 per share (based on the closing price per share of OPKO Common Stock on August 29, 2013, the effective date of the Merger).
  • [F2]Pursuant to the Merger Agreement, this option, which was issued on December 14, 2005 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 314,146 shares of OPKO Common Stock at an exercise price of $0.89 per share.
  • [F3]Pursuant to the Merger Agreement, this option, which was issued on December 14, 2006 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 144,337 shares of OPKO Common Stock at an exercise price of $0.89 per share.
  • [F4]Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on May 9, 2008, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.01 per share.
  • [F5]Pursuant to the Merger Agreement, this option, which vested in 4 equal annual installments beginning on March 1, 2009, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 895,590 shares of OPKO Common Stock at an exercise price of $0.91 per share.
  • [F6]Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on February 4, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 99,510 shares of OPKO Common Stock at an exercise price of $0.66 per share.
  • [F7]Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on January 11, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.42 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.
  • [F8]Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on December 31, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $6.51 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.
  • [F9]Pursuant to the Merger Agreement, this option, which provided for vesting in 12 equal monthly installments beginning on March 4, 2013, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 398,040 shares of OPKO Common Stock at an exercise price of $4.77 per share. The reporting person waived the right to the acceleration of the vesting of these options at the effective time of the Merger pursuant to the stock option agreement governing this option.

Documents

1 file

Issuer

PROLOR Biotech, Inc.

CIK 0001268659

→
Entity typeoperating
IncorporatedNV

Related Parties

1
  • filerCIK 0001268659

Filing Metadata

Form type
4
Filed
Sep 2, 8:00 PM ET
Accepted
Sep 3, 4:34 PM ET
Size
25.8 KB
View on SEC.gov