SEC Form 4 · accession 0001127602-15-000018
UNITED THERAPEUTICS Corp · UTHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martine A Rothblatt
Officer — Chairman & Co-CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 8:36 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082554
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 31, 2014 | M | 2,211 | $63.22 | A | 2,351 | D | |
| Common StockF2 | Dec 31, 2014 | S | 811 | $129.9303 | D | 1,540 | D | |
| Common StockF3 | Dec 31, 2014 | S | 600 | $131.7383 | D | 940 | D | |
| Common StockF4 | Dec 31, 2014 | S | 400 | $132.1025 | D | 540 | D | |
| Common StockF5 | Dec 31, 2014 | S | 400 | $132.9175 | D | 140 | D | |
| Common Stock | holding | — | — | — | 166 | I | By Spouse | |
| Common Stock | holding | — | — | — | 533,094 | I | By Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options | $129.49 | Dec 31, 2014 | A | 724,272 | A | Dec 31, 2014 | Dec 31, 2024 | Common Stock | 724,272 | 724,272 | D |
| Stock Options | $63.22 | Dec 31, 2014 | M | 2,211 | D | Dec 31, 2010 | Dec 31, 2020 | Common Stock | 2,211 | 459,907 | D |
Explanation of responses
- F1This exercise of stock options and corresponding sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person.
- F2This transaction was executed in multiple trades at prices ranging from $129.41 to $130.29. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3This transaction was executed in multiple trades at prices ranging from $130.62 to $131.59. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4This transaction was executed in multiple trades at prices ranging from $131.65 to $132.62. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F5This transaction was executed in multiple trades at prices ranging from $132.69 to $133.16. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F6Award of stock options in accordance with the terms of the reporting person's employment agreement, which entitles the reporting person to an annual award of stock options to purchase the number of shares of common stock that is equal to one-eighteenth of one percent of the increase (if any) in the issuer's market capitalization from December of the previous year to December of the current year, based on the average closing price of the issuer's common stock during the relevant month. Effective January 1, 2015, the reporting person's employment agreement has been amended to eliminate this contractual entitlement beginning with the 2015 performance period, as discussed in the issuer's Current Report on Form 8-K filed with the SEC on December 17, 2014.