4//SEC Filing
Hollowood Christopher J 4
Accession 0001209191-19-035560
CIK 0001711675other
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 4:35 PM ET
Size
11.3 KB
Accession
0001209191-19-035560
Insider Transaction Report
Form 4
Hollowood Christopher J
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-06-07$13.23/sh−36,400$481,572→ 0 totalExercise: $12.27Exp: 2028-02-27→ Ordinary Shares (36,400 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-06-07$11.93/sh−21,000$250,530→ 0 totalExercise: $13.57Exp: 2029-01-24→ Ordinary Shares (21,000 underlying) - Disposition to Issuer
Ordinary Shares
2019-06-07$25.50/sh−13,203,922$336,700,011→ 0 total(indirect: See Footnote)
Footnotes (4)
- [F1]The ordinary shares, nominal value GBP 0.01 per share, of Nightstar Therapeutics plc (the "Issuer") may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.
- [F2]11,203,922 ordinary shares and 2,000,000 ADSs held by Syncona Portfolio Limited. Syncona Portfolio Limited is a controlled subsidiary of Syncona Holdings Limited, which in turn is a controlled subsidiary of Syncona Limited, a publicly-listed closed-end investment fund. Each of Syncona Holdings Limited and Syncona Limited may be deemed to have voting and dispositive power over the shares held by Syncona Portfolio Limited. Investment and voting decisions with respect to these shares are made by Syncona Portfolio Limited acting upon the recommendation of an investment committee of Syncona Investment Management Limited, also a subsidiary of Syncona Holdings Limited. The Reporting Person is a member of the investment committee of Syncona Investment Management Limited. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of the Reporting Person's pecuniary interest, if any.
- [F3]In connection with the acquisition by Tungsten Bidco Limited of the entire issued and to be issued share capital of the Issuer on June 7, 2019 by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, all stock options were cancelled in exchange for a payment equal to $25.50 with respect to each ordinary share subject to the option award, less the applicable exercise price.
- [F4]Represents the payment per share received in exchange for the cancellation of each option of $25.50, less the applicable exercise price.
Documents
Issuer
Nightstar Therapeutics plc
CIK 0001711675
Entity typeother
Related Parties
1- filerCIK 0001762559
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 4:35 PM ET
- Size
- 11.3 KB