SEC Form 4 · accession 0001126234-17-000010
NEWLINK GENETICS CORP · (NLNK)
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Henneman III
Officer — EVP, Chief Financial Officer
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 6:29 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 3, 2017 | F | 164 | $10.28 | D | 59,935 | D | |
| Common StockF5,F2,F3,F4 | Jan 4, 2017 | F | 1,323 | $11.04 | D | 58,612 | 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,F7,F8 | $10.55 | Jan 3, 2017 | A | 137,500 | A | — | — | Common Stock | 137,500 | 137,500 | D |
Explanation of responses
- F1Represents shares of Common Stock withheld by the Issuer in satisfaction of its tax withholding obligation with respect to the vesting of 500 previously reported restricted stock units ("RSUs") granted to the Reporting Person.
- F2Includes 20,395 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 two successive annual installments with the next installment occurring on October 1, 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 1,000 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 two successive annual installments with the next installment occurring on January 2, 2018, 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 12,151 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 4, 2018, 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 withheld by the Issuer in satisfaction of its tax withholding obligation with respect to the vesting of 4,050 previously reported RSUs granted to the Reporting Person.
- F6Grant to the Reporting Person of a stock option under the Plan on January 3, 2017 (the "Date of Grant"). 50% of the option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on February 3, 2017, 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.
- F7The remaining 50% of the stock options vest and become exercisable as follows: (i) 12.50% upon completion of current planned Phase 1 equivalency study of new Indoximod salt formulation with "completion" measured by the last patient enrolled in such study, (ii) 12.50% upon completion of the current planned Phase 1 study of pro-Indoximod new chemical entity with "completion" measured by the last patient enrolled in such study, (iii) 12.50% upon an increase of closing share price on Nasdaq Stock Market ("Nasdaq") by at least 33% above exercise price of the options when measured over 30 consecutive calendar days, provided such increase occurs within four years of Date of Grant, otherwise such options shall be cancelled, and (iv)12.50% upon an increase of closing share price on Nasdaq by at least 50% above exercise price of the options when measured over 30 consecutive calendar days provided such increase occurs within four years of Date of Grant, otherwise such options shall be cancelled.
- F8Unless otherwise disclosed, the option expires ten years after the Date of Grant.