4//SEC Filing
KUBOTA PHARMACEUTICAL HOLDINGS CO LTD 4
Accession 0001400482-17-000063
CIK 0001400482operating
Filed
Jun 1, 8:00 PM ET
Accepted
Jun 2, 2:19 PM ET
Size
10.7 KB
Accession
0001400482-17-000063
Insider Transaction Report
Form 4
GEBHART JOHN E
Chief Financial Officer
Transactions
- Sale
Common Stock
2017-06-01$7.38/sh−3,380$24,944→ 40,354 total - Exercise/Conversion
Share Acquisition Right (right to buy)
2017-06-01−7,473→ 171,873 totalExp: 2019-06-01→ Common Stock (7,473 underlying) - Exercise/Conversion
Common Stock
2017-06-01+7,473→ 43,734 total
Footnotes (6)
- [F1]On November 30, 2016, the issuer completed its change in place of incorporation, pursuant to which Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation ("Kubota Holdings"), became the publicly traded parent company of the Kubota group of companies. Each issued and outstanding share of common stock of Acucela Inc., a Washington corporation ("Acucela US"), was cancelled and converted into one share of common stock of Kubota Holdings. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, Kubota Holdings is the successor issuer to Acucela US. Each outstanding restricted stock unit was converted into a stock acquisition right to acquire one share of Kubota Holdings common stock for one yen per share.
- [F2]Kubota Holdings' common stock trades on the Tokyo Stock Exchange under the code 4596.
- [F3]Each stock acquisition right is exercisable for one share of Kubota Holdings common stock at an exercise price of one yen per share. Pursuant to the terms of the stock acquisition right, on the vesting date the vested shares were automatically acquired by Kubota Holdings for no consideration.
- [F4]The sale reported on this Form 4 was effected pursuant to a non-discretionary, Issuer-mandated sell-to-cover arrangement, in order to cover tax withholding incident to the automatic acquisition of the vested portion of the stock acquisition right on the transaction date.
- [F5]In connection with Kubota Holdings' change in place of incorporation, the reporting person's Prior Award (defined below) was cancelled, and in exchange therefor, Kubota Holdings issued the reporting person stock acquisition rights to purchase shares of Kubota Holdings' common stock (the "Substitute Award").
- [F6]On May 1, 2015, the reporting person was granted 358,692 restricted stock units (the "Prior Award") by Acucela US, with a four year vesting period, with twenty-five percent (25%) of the Prior Award vesting on 5/1/2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% is vested on 5/1/2019, subject to the reporting person's provision of services to the issuer on each vesting date. The foregoing vesting schedule applies to the Substitute Award.
Documents
Issuer
KUBOTA PHARMACEUTICAL HOLDINGS CO LTD
CIK 0001400482
Entity typeoperating
Related Parties
1- filerCIK 0001400482
Filing Metadata
- Form type
- 4
- Filed
- Jun 1, 8:00 PM ET
- Accepted
- Jun 2, 2:19 PM ET
- Size
- 10.7 KB