Sarena Francis Willard 4
4 · FIVE PRIME THERAPEUTICS, INC. · Filed Apr 19, 2021
Insider Transaction Report
Form 4
Sarena Francis Willard
SVP, Gen Counsel & Secretary
Transactions
- Gift
Common Stock
2021-04-01+795→ 795 total(indirect: By Children) - Disposition to Issuer
Common Stock
2021-04-16$38.00/sh−795$30,210→ 0 total(indirect: By Children) - Disposition to Issuer
Common Stock
2021-04-16$38.00/sh−795$30,210→ 0 total(indirect: By Children) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−4,747→ 0 totalExercise: $8.49→ Common Stock (4,747 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−9,142→ 0 totalExercise: $5.54→ Common Stock (9,142 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−12,063→ 0 totalExercise: $7.26→ Common Stock (12,063 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−3,209→ 0 totalExercise: $10.77→ Common Stock (3,209 underlying) - Award
Common Stock
2021-04-16+66,000→ 169,468 total - 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) - Gift
Common Stock
2021-04-01+795→ 795 total(indirect: By Children) - Gift
Common Stock
2021-04-01−1,440→ 120,102 total - Gift
Common Stock
2021-04-05−2,460→ 117,642 total - Disposition to Issuer
Common Stock
2021-04-16$38.00/sh−169,468$6,439,784→ 0 total - Gift
Common Stock
2021-04-01−2,385→ 121,542 total - Gift
Common Stock
2021-04-01+795→ 795 total(indirect: By Children) - Gift
Common Stock
2021-04-06−14,174→ 103,468 total - Disposition to Issuer
Common Stock
2021-04-16$38.00/sh−795$30,210→ 0 total(indirect: By Children) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−25,521→ 0 totalExercise: $11.14→ Common Stock (25,521 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−75,000→ 0 totalExercise: $19.25→ Common Stock (75,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-04-16−45,000→ 0 totalExercise: $18.69→ Common Stock (45,000 underlying)
Footnotes (6)
- [F1]Reflects the following gifts of Common Stock (as defined below) to the reporting person's children: (i) 795 shares of Common Stock were gifted to one of the reporting person's children living in his home; and (ii) 795 shares of Common Stock were gifted to each of the reporting person's two minor children through custodial accounts under the Uniform Transfers to Minors Act ("UTMA") for which the reporting person is custodian. The reporting person disclaims beneficial ownership of all such shares.
- [F2]Includes 494 shares acquired on April 1, 2021 pursuant to the Company's (as defined below) 2013 Employee Stock Purchase Plan.
- [F3]Represents shares of performance-based restricted Common Stock 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.
- [F4]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.
- [F5]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.
- [F6]Not applicable.