SEC Form 4 · accession 0001209191-18-056995

SENOMYX INC · SNMX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — V.P. & Chief Financial Officer

Period of report

Nov 2, 2018

Accepted (ET)

Nov 2, 2018 · 6:06 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001123979

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Nov 2, 2018	U	432,810	$1.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$0.87	Nov 2, 2018	D	56,000	D	—	Jun 14, 2027	Common Stock	56,000	D
Stock Option (right to buy)^F3	$1.02	Nov 2, 2018	D	21,000	D	—	Mar 14, 2027	Common Stock	21,000	D
Stock Option (right to buy)^F3	$1.05	Nov 2, 2018	D	90,800	D	—	Mar 14, 2028	Common Stock	90,800	D

F1Includes 46,173 shares of Common Stock that were acquired by the Reporting Person on 8/31/18 pursuant to the Issuer's Employee Stock Purchase Plan.
F2Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 16, 2018, among the Issuer, Firmenich Incorporated, a Delaware corporation ("Parent"), and Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") in exchange for a cash consideration of $1.50 per share, without interest, subject to any applicable withholding of taxes. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
F3This option was cancelled in the Merger in exchange for a cash payment equal to $1.50 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.