SEC Form 4 · accession 0001126234-16-000208
NEWLINK GENETICS CORP · (NLNK)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles J. Link Jr.
Officer — Chairman of the Board and CEO · Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 6:51 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jan 4, 2016 | A | 46,639 | $0.00 | A | 372,757 | D | |
| Common StockF6,F3,F4 | Jan 5, 2016 | S | 1,380 | $34.46 | D | 371,377 | D | |
| Common StockF7,F3,F4 | Jan 5, 2016 | S | 3,621 | $35.29 | D | 367,756 | D | |
| Common StockF9,F3,F4 | Jan 6, 2016 | S | 17,100 | $32.29 | D | 350,656 | D | |
| Common StockF10,F3,F4 | Jan 6, 2016 | S | 7,900 | $33.06 | D | 342,756 | D | |
| Common Stock | holding | — | — | — | 25,000 | I | By Spouse | |
| Common Stock | holding | — | — | — | 139 | I | By Spouse's IRA |
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)F11 | $34.73 | Jan 4, 2016 | A | 133,435 | A | — | Jan 3, 2026 | Common Stock | 133,435 | 133,435 | D |
Explanation of responses
- F1This Form 4 does not include 28,053 performance-based restricted stock units granted on January 4, 2016. These shares will be reported on subsequent Form 4's if and when the performance criteria are met.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $33.55, 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.
- F11Grant to the Reporting Person of a stock option under the Plan. The option vests and becomes exercisable in a series of 48 successive equal monthly installments with the first installment occurring on February 4, 2016, 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.
- F2Represents shares issued as restricted stock units ("RSUs") under the Issuer's 2009 Equity Incentive Plan (the "Plan") that were received as an award, for no consideration. The RSUs vest in a series of four successive annual installments beginning on January 4, 2017, 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.
- F3Includes 11,500 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 two successive annual installments with the next installment occurring on January 2, 2017, 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.
- F4Includes 33,750 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 three successive annual installments with the next installment occurring on January 2, 2017, 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.
- F5Represents shares of Common Stock sold to cover tax obligations associated with the vesting of previously reported RSUs pursuant to a plan previously implemented with a third party broker and approved by the Issuer's board of directors to offset the cost associated with taxes.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.23 to $34.84, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.87 to $35.84, 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.
- F8The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on 5/26/2015.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.52, 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.