SEC Form 4 · accession 0001209191-18-057004
SENOMYX INC · SNMX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Poyhonen
Officer — President & CEO · Director
Period of report
Nov 2, 2018
Accepted (ET)
Nov 2, 2018 · 6:12 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 StockF1,F2,F3 | Nov 2, 2018 | U | 111,469 | $1.50 | D | 0 | D | |
| Common StockF1,F4,F2,F3 | Nov 2, 2018 | U | 108,293 | $1.50 | D | 0 | I | By family trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $1.02 | Nov 2, 2018 | D | 417,000 | D | — | Mar 14, 2027 | Common Stock | 417,000 | 0 | D |
| Stock Option (right to buy)F5 | $1.05 | Nov 2, 2018 | D | 363,000 | D | — | Mar 14, 2028 | Common Stock | 363,000 | 0 | D |
Explanation of responses
- F1Disposed 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 required 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").
- 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").
- F3Prior reports erroneously reflected all shares as indirectly held by trust, when a portion of the shares were actually directly held by the insider as reflected herein.
- F4Includes 25,772 shares of Common Stock that were acquired by the Reporting Person on 8/31/18 pursuant to the Issuer's Employee Stock Purchase Plan.
- F5This 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.