SEC Form 4 · accession 0001126234-15-000124
NEWLINK GENETICS CORP · (NLNK)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Saluri
Director
Period of report
Jul 13, 2015
Accepted (ET)
Jul 15, 2015 · 4:17 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 | Jul 13, 2015 | M | 2,500 | $13.30 | A | 18,548 | D | |
| Common StockF1 | Jul 13, 2015 | M | 2,500 | $3.07 | A | 21,048 | D | |
| Common StockF2,F1 | Jul 13, 2015 | S | 5,000 | $50.42 | D | 16,048 | 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)F3 | $13.30 | Jul 13, 2015 | M | 2,500 | D | — | Nov 1, 2022 | Common Stock | 2,500 | 9,402 | D |
| Stock Option (Right to Buy)F4,F5 | $3.07 | Jul 13, 2015 | M | 2,500 | D | Mar 3, 2011 | Mar 2, 2020 | Common Stock | 2,500 | 9,404 | D |
Explanation of responses
- F1Includes 1,962 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.15 to $50.82, 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.
- F3Automatic grant to the Reporting Person of a nonstatutory stock option under the Plan. The option vests over a two-year period, with 50% of the option vesting on November 2, 2013 and the remaining 50% of such option vesting in equal monthly installments over the next 12 months, provided (i) that the option shall vest in full on the date of the Annual Meeting held two years after the date of grant and (ii) 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.
- F4Grant to the Reporting Person of a stock option under the Issuer's 2009 Equity Incentive Plan. The option vests over a three-year period, with 33% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 67% of such option vesting in equal monthly installments over the next 24 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.
- F5Option grant was reported as one grant totaling 16,666 with three year vesting on the Reporting Person's original Form 3. One less share resulted from post-split rounding applied to the two new grants.