SEC Form 4 · accession 0001126234-15-000092
NEWLINK GENETICS CORP · (NLNK)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas N. Vahanian
Officer — President, Chief Medical Offic
Period of report
May 1, 2015
Accepted (ET)
May 5, 2015 · 4:31 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 1, 2015 | M | 10,000 | $2.10 | A | 48,839 | D | |
| Common StockF4,F1,F2 | May 1, 2015 | S | 5,000 | $46.31 | D | 43,839 | D | |
| Common StockF5,F1,F2 | May 1, 2015 | S | 5,000 | $45.48 | D | 38,839 | D |
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)F6 | $2.10 | May 1, 2015 | M | 10,000 | D | Jun 1, 2008 | May 12, 2019 | Common Stock | 10,000 | 244,895 | D |
Explanation of responses
- F1Includes 11,250 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 25,000 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 $46.30 to $46.32, 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 $45.27 to $45.82, 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 Plan. The option vests over a five-year period, with 20% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 80% of such option vesting in equal monthly installments over the next 48 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.