Marchington Allan P 4
4 · AMBIT BIOSCIENCES CORP · Filed May 21, 2013
Insider Transaction Report
Form 4
Marchington Allan P
Director
Transactions
- Conversion
Series D Preferred Stock
2013-05-21−3,058,909→ 0 total(indirect: See Footnote)→ Common Stock (281,624 underlying) - Conversion
Common Stock
2013-05-21+281,624→ 281,847 total(indirect: See Footnote) - Purchase
Common Stock
2013-05-21$8.00/sh+431,527$3,452,216→ 1,327,044 total(indirect: See Footnote) - Conversion
Common Stock
2013-05-21+307,051→ 588,898 total(indirect: See Footnote) - Conversion
Series E Preferred Stock
2013-05-21−7,358,848→ 0 total(indirect: See Footnote)→ Common Stock (306,619 underlying) - Conversion
Series D-2 Preferred Stock
2013-05-21−7,369,222→ 0 total(indirect: See Footnote)→ Common Stock (307,051 underlying) - Conversion
Common Stock
2013-05-21+306,619→ 895,517 total(indirect: See Footnote) - Award
Stock Option (right to buy)
2013-05-21−7,085→ 7,085 totalExercise: $6.66Exp: 2023-05-20→ Common Stock (7,085 underlying)
Footnotes (6)
- [F1]Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. The conversion ratio was incorrectly stated in the Reporting Person's Form 3.
- [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]Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
- [F4]Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
- [F5]One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date.
- [F6]The shares were purchased by Apposite in a private placement concurrent with the closing of the Issuers' initial public offering.