4//SEC Filing
Ruchefsky Steven B 4
Accession 0001209191-17-056232
CIK 0001510580other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 8:21 PM ET
Size
20.4 KB
Accession
0001209191-17-056232
Insider Transaction Report
Form 4
Ruchefsky Steven B
Director
Transactions
- Gift
Common Stock
2017-09-14−2,250→ 205,586 total - Disposition to Issuer
Common Stock
2017-10-03−205,586→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$129.13/sh−7,000$903,910→ 0 totalExercise: $50.87Exp: 2026-05-31→ Common Stock (7,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$88.79/sh−8,810$782,240→ 0 totalExercise: $91.21Exp: 2027-06-19→ Common Stock (8,810 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$179.30/sh−200,000$35,860,000→ 0 totalExercise: $0.70Exp: 2023-10-07→ Common Stock (200,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$178.65/sh−50,000$8,932,500→ 0 totalExercise: $1.35Exp: 2024-03-24→ Common Stock (50,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$120.77/sh−10,000$1,207,700→ 0 totalExercise: $59.23Exp: 2025-06-08→ Common Stock (10,000 underlying)
Footnotes (9)
- [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").
- [F2]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 and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person, other than the shares described in Note 3 below, was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes.
- [F3]Includes 1,807 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, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit.
- [F4]This option provided for vesting in 4 equal installments on each anniversary of the vesting commencement date, May 13, 2013.
- [F5]This option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the option.
- [F6]This option provided for vesting of 1/36th of the shares subject thereto on February 28, 2014, and for vesting of the remaining shares subject thereto in 35 equal monthly installments commencing March 30, 2014.
- [F7]This option provided for vesting in 12 equal monthly installments following June 9, 2015.
- [F8]This option provided for vesting in 12 equal monthly installments following June 1, 2016.
- [F9]This option provided for vesting in 12 equal monthly installments following June 20, 2017.
Documents
Issuer
Kite Pharma, Inc.
CIK 0001510580
Entity typeother
Related Parties
1- filerCIK 0001569002
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 8:21 PM ET
- Size
- 20.4 KB