SEC Form 4 · accession 0001209191-19-019304
CERUS CORP · CERS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Dennis Green
Officer — Chief Financial Officer
Period of report
Mar 10, 2019
Accepted (ET)
Mar 13, 2019 · 8:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001020214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 10, 2019 | M | 6,000 | — | A | 66,825 | D | |
| Common StockF2 | Mar 12, 2019 | S | 2,075 | $6.48 | D | 64,750 | D | |
| Common Stock | Mar 11, 2019 | M | 2,783 | $2.15 | A | 67,533 | D | |
| Common StockF3 | Mar 11, 2019 | S | 2,783 | $6.4589 | D | 64,750 | D | |
| Common StockF1 | Mar 12, 2019 | M | 7,500 | — | A | 72,250 | D | |
| Common StockF2 | Mar 13, 2019 | S | 2,832 | $5.8994 | D | 69,418 | D | |
| Common StockF1 | Mar 12, 2019 | S$0 | 15,834 | — | A | 85,252 | D | |
| Common StockF2 | Mar 13, 2019 | M | 5,979 | $5.9009 | D | 79,273 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5,F1,F4 | — | Mar 10, 2019 | M | 6,000 | D | — | — | Common Stock | 6,000 | 0 | D |
| Option (Right to Buy)F5,F6 | $2.15 | Mar 11, 2019 | M | 2,783 | D | — | Sep 30, 2019 | Common Stock | 2,783 | 2,786 | D |
| Restricted Stock UnitF5,F1,F7 | — | Mar 12, 2019 | M | 7,500 | D | — | — | Common Stock | 7,500 | 7,500 | D |
| Restricted Stock UnitF5,F1,F8 | — | Mar 12, 2019 | M | 15,834 | D | — | — | Common Stock | 15,834 | 31,666 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one (1) share of Cerus Common Stock.
- F2Represents the number of shares required to be sold to cover the statutory tax withholding obligations and corresponding brokerage fee in connection with the vesting of the restricted stock units listed in Table II. This sale is mandated by the election to satisfy the minimum statutory tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.
- F3This transaction was executed pursuant to a 10b5-1 plan. The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.44 to $6.49 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range set forth.
- F4The restricted stock unit vests in three equal annual installments beginning on March 10, 2017.
- F5Not applicable.
- F6One eighth (1/8th) of the shares subject to the Option vested six (6) months after the grant date, and one forty-eighth (1/48th) of the shares subject to the Option vested each month thereafter.
- F7The restricted stock unit vests in three equal annual installments beginning on March 12, 2018.
- F8The restricted stock unit vests in three equal annual installments beginning on March 12, 2019.