4//SEC Filing
DOUMANI ROY 4
Accession 0001209191-17-056234
CIK 0001510580other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 8:23 PM ET
Size
19.7 KB
Accession
0001209191-17-056234
Insider Transaction Report
Form 4
DOUMANI ROY
Director
Transactions
- 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 from Tender
Common Stock
2017-10-03$180.00/sh−150,620$27,111,600→ 1,807 total - Disposition from Tender
Common Stock
2017-10-03$180.00/sh−25,065$4,511,700→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-10-03−1,807→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2017-10-03$173.11/sh−30,000$5,193,300→ 0 totalExercise: $6.89Exp: 2024-06-05→ Common Stock (30,000 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) - 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)
Footnotes (8)
- [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"). 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 Note 3 below, was validly tendered for $180.00 per share in cash, without interest and subject to any required withholding of taxes.
- [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 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]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, 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]The shares subject to the stock option vested and became exercisable upon the closing of the Company's initial public offering on June 25, 2014.
- [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 in 12 equal monthly installments following June 9, 2015.
- [F7]This option provided for vesting in 12 equal monthly installments following June 1, 2016.
- [F8]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 0001230232
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 8:23 PM ET
- Size
- 19.7 KB