SEC Form 4 · accession 0001126234-15-000035

NEWLINK GENETICS CORP · (NLNK)

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

Reporting owner

William J. Ramsey

Officer — Quality Assurance Officer

Period of report

Feb 17, 2015

Accepted (ET)

Feb 19, 2015 · 4:50 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001126234

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Feb 17, 2015	M	1,032	$6.87	A	42,699	D
Common Stock^F1,F2	Feb 17, 2015	M	1,468	$7.00	A	44,167	D
Common Stock^F1,F2	Feb 17, 2015	S	2,500	$40.00	D	41,667	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to Purchase Common Stock^F4	$6.87	Feb 17, 2015	M	1,032	D	—	Jan 18, 2022	Common Stock	1,032	17,387	D
Stock Option (Right to Buy)^F5	$7.00	Feb 17, 2015	M	1,468	D	Apr 14, 2012	Nov 9, 2021	Common Stock	1,468	1,588	D

Explanation of responses

F1Includes 5,100 restricted stock units ("RSUs") previously reported as holdings of the Reporting Person granted under the Issuer's 2009 Equity Incentive Plan (the "Plan"). The RSUs will vest, and shares will be delivered to the Reporting Person in a series of three successive annual installments with the next installment occurring on January 2, 2016, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.
F2Includes 7,800 RSUs previously reported as holdings of the Reporting Person granted under the Plan. The RSUs will vest, and shares will be delivered to the Reporting Person in a series of four successive annual installments beginning on January 2, 2016, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.
F3The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on 1/5/2015.
F41/4th of the shares vest on January 18, 2013, which is one year after the vesting commencement date. 1/48th of the shares vest monthly thereafter over the next three years.
F5Grant to the Reporting Person of a stock option under the Issuer's 2009 Equity Incentive Plan (the "Plan"). The option vests over a four-year period, with 25% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of such option vesting in equal monthly installments over the next 36 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.