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Home/Filings/4/0001209191-17-056221
4//SEC Filing

Wiezorek Jeffrey 4

Accession 0001209191-17-056221

CIK 0001510580other
View on SEC.govCompany Profile

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 8:15 PM ET

Size

25.7 KB

Accession

0001209191-17-056221

Insider Transaction Report

Form 4
Period: 2017-10-03
Kite Pharma, Inc.KITE
Wiezorek Jeffrey
VP Clinical Development
Transactions
  • Disposition from Tender

    Common Stock

    2017-10-03$180.00/sh−14,674$2,641,320→ 11,150 total
  • Disposition to Issuer

    Common Stock

    2017-10-03−11,150→ 0 total
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03$173.11/sh−28,833$4,991,281→ 0 total
    Exercise: $6.89Exp: 2024-03-24→ Common Stock (28,833 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03−29,167→ 0 total
    Exercise: $6.89Exp: 2024-03-24→ Common Stock (29,167 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03$128.04/sh−11,069$1,417,275→ 0 total
    Exercise: $51.96Exp: 2024-12-23→ Common Stock (11,069 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03−5,031→ 0 total
    Exercise: $51.96Exp: 2024-12-23→ Common Stock (5,031 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03$116.13/sh−11,550$1,341,302→ 0 total
    Exercise: $63.87Exp: 2025-12-16→ Common Stock (11,550 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03−14,850→ 0 total
    Exercise: $63.87Exp: 2025-12-16→ Common Stock (14,850 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2017-10-03−38,500→ 0 total
    Exercise: $46.09Exp: 2026-12-21→ Common Stock (38,500 underlying)
Footnotes (10)
  • [F1]On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.
  • [F10]This option provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments.
  • [F2]Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Notes 3 and 4 below, was validly tendered for $180 per share in cash, without interest and subject to any required withholding of taxes.
  • [F3]Represents shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units (each a "Company Restricted Stock Unit"), held by the Reporting Person.
  • [F4]Pursuant to the terms of the Merger Agreement, each Company Restricted Stock Unit was assumed and converted into a restricted stock unit denominated in shares of Parent common stock, on the same terms and conditions as were then applicable under such Company Restricted Stock Unit (including applicable performance vesting conditions), and relating to a number of shares of Parent common stock equal to the product of (i) the total number of shares of Company common stock subject to such Company Restricted Stock Unit multiplied by (ii) the quotient of (A) $180.00 divided by (B) the volume-weighted average closing sale price of a share of Parent common stock for the fifteen full consecutive trading days ending on and including September 28, 2017 ($83.12) (such quotient, the "Equity Award Conversion Ratio").
  • [F5]This option provided for 25% vesting on May 5, 2015, and vesting thereafter in 36 equal monthly installments.
  • [F6]This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to $180.00, less the exercise price of the option.
  • [F7]Pursuant to the terms of the Merger Agreement, each option to purchase Company common stock (each, a "Company Option") then outstanding and unexercised, other than any vested in-the-money Company Option, was assumed and converted into an option to purchase a number of shares of Parent common stock, on the same terms and subject to the same conditions as were applicable to such Company Option, equal to the product of (i) the total number of shares of Company common stock subject to such Company Option multiplied by (ii) the Equity Award Conversion Ratio, and with an exercise price equal to the quotient of (i) the exercise price of such Company Option divided by (ii) the Equity Award Conversion Ratio.
  • [F8]This option provided for 25% vesting on December 24, 2015, and vesting thereafter in 36 equal monthly installments.
  • [F9]This option provided for 25% vesting on December 17, 2016, and vesting thereafter in 36 equal monthly installments.

Documents

1 file

Issuer

Kite Pharma, Inc.

CIK 0001510580

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Entity typeother

Related Parties

1
  • filerCIK 0001610823

Filing Metadata

Form type
4
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 8:15 PM ET
Size
25.7 KB
View on SEC.gov