SEC Form 4 · accession 0001126234-15-000065

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

Apr 1, 2015

Accepted (ET)

Apr 3, 2015 · 5:29 pm EDT

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	Apr 1, 2015	M	2,845	$6.87	A	44,512	D
Common Stock^F1,F2	Apr 1, 2015	M	4,655	$11.79	A	49,167	D
Common Stock^F4,F1,F2	Apr 1, 2015	S	1,000	$51.68	D	48,167	D
Common Stock^F5,F1,F2	Apr 1, 2015	S	2,400	$52.29	D	45,767	D
Common Stock^F6,F1,F2	Apr 1, 2015	S	4,000	$53.18	D	41,767	D
Common Stock^F1,F2	Apr 1, 2015	S	100	$54.70	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^F7	$6.87	Apr 1, 2015	M	2,845	D	—	Jan 18, 2022	Common Stock	2,845	7,042	D
Option to Purchase Common Stock^F8	$11.79	Apr 1, 2015	M	4,655	D	—	Jan 13, 2023	Common Stock	4,655	25,345	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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.36 to $51.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.95 to $52.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote to this Form 4.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.80 to $53.76, inclusive. The reporting person undertakes to provide to the issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote to this Form 4.
F71/4th 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.
F81/4th of the shares vest on January 14, 2014, which is one year after the vesting commencement date. 1/48th of the shares vest monthly thereafter over the next three years.