SEC Form 4 · accession 0001126234-15-000072

NEWLINK GENETICS CORP · (NLNK)

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

Reporting owner

Thomas A. Raffin

Director

Period of report

Apr 7, 2015

Accepted (ET)

Apr 9, 2015 · 5:00 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	Apr 7, 2015	M	7,142	$2.10	A	69,801	D
Common Stock^F1	Apr 7, 2015	M	7,142	$10.02	A	76,943	D
Common Stock^F1	Apr 7, 2015	M	3,205	$1.96	A	80,148	D
Common Stock^F1	Apr 7, 2015	M	3,205	$1.96	A	83,353	D
Common Stock^F3,F1	Apr 7, 2015	S	800	$53.18	D	82,553	D
Common Stock^F4,F1	Apr 7, 2015	S	10,024	$54.32	D	72,529	D
Common Stock^F5,F1	Apr 7, 2015	S	9,870	$55.03	D	62,659	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F6	$2.10	Apr 7, 2015	M	7,142	D	Jan 1, 2008	Aug 5, 2018	Common Stock	7,142	D
Stock Option (Right to Buy)^F7	$10.02	Apr 7, 2015	M	7,142	D	Dec 9, 2011	Dec 8, 2020	Common Stock	7,142	D
Stock Option (Right to Buy)^F6	$1.96	Apr 7, 2015	M	3,205	D	Jan 4, 2009	Dec 3, 2019	Common Stock	3,205	D
Stock Option (Right to Buy)^F7	$1.96	Apr 7, 2015	M	3,205	D	Jan 4, 2010	Dec 3, 2019	Common Stock	3,205	D

Explanation of responses

F1Includes 2,944 restricted stock units ("RSUs") previously reported as holdings of the Reporting Person granted under the Issuer's 2010 Non-Employee Directors' Stock Award Plan (the "Plan"). One hundred percent (100%) of the RSUs will vest on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the first Annual Meeting following the date of grant, in each case subject to the Reporting Person's continuous service as of such date.
F2The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on 3/24/2015.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.62 to $53.29, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.86 to $54.84, 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 $54.87 to $55.28, 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.
F6Grant to the Reporting Person of a stock option under the Issuer's 2009 Equity Incentive Plan (the "Plan"). The option is fully vested.
F7Grant to the Reporting Person of a stock option under the Plan. The option vests over a two-year period, with 50% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 50% of such option vesting in equal monthly installments over the next 12 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.