4//SEC Filing
Collins Helen Louise 4
Accession 0001209191-21-027421
CIK 0001175505other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 7:53 PM ET
Size
22.9 KB
Accession
0001209191-21-027421
Insider Transaction Report
Form 4
Collins Helen Louise
SVP and Chief Medical Officer
Transactions
- Gift
Common Stock
2021-03-31−8,085→ 69,547 total - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−60,000→ 0 totalExercise: $37.89→ Common Stock (60,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−50,000→ 0 totalExercise: $18.69→ Common Stock (50,000 underlying) - Award
Common Stock
2021-04-16+66,000→ 135,547 total - Disposition to Issuer
Common Stock
2021-04-16$38.00/sh−135,547$5,150,786→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−20,000→ 0 totalExercise: $5.78→ Common Stock (20,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−58,000→ 0 totalExercise: $11.97→ Common Stock (58,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−90,000→ 0 totalExercise: $5.25→ Common Stock (90,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−90,000→ 0 totalExercise: $5.25→ Common Stock (90,000 underlying)
Footnotes (4)
- [F1]Represents shares of performance-based restricted Common Stock (as defined below) granted to the reporting person on June 24, 2019 (the "Performance Award"). The performance conditions associated with the Performance Award have not yet occurred. Pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), the Performance Award was deemed to have vested and each share of Common Stock underlying the Performance Award was converted into the right to receive the Offer Price (as defined below) in cash, without interest, minus any applicable withholding taxes.
- [F2]Pursuant to the Agreement and Plan of Merger, dated March 4, 2021 (the "Merger Agreement"), by and among the Five Prime Therapeutics, Inc. (the "Company"), Amgen Inc. ("Parent") and Franklin Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of April 16, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.001 per share ("Common Stock"), was converted into the right to receive $38.00 per share (the "Offer Price") in cash, without interest, minus any applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each option to purchase shares of Common Stock granted by the Company that was then outstanding and unexercised was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such option multiplied by (y) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per share under such option.
- [F4]Not applicable.
Documents
Issuer
FIVE PRIME THERAPEUTICS, INC.
CIK 0001175505
Entity typeother
Related Parties
1- filerCIK 0001701247
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 7:53 PM ET
- Size
- 22.9 KB