SEC Form 4 · accession 0001104659-16-095973
Ocata Therapeutics, Inc. · OCAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward H Myles
Officer — COO & CFO
Period of report
Feb 10, 2016
Accepted (ET)
Feb 11, 2016 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001140098
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 10, 2016 | U | 56,000 | $8.50 | D | 0 | 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 | $7.78 | Feb 10, 2016 | D | 140,000 | D | — | Jun 27, 2023 | Common Stock | 140,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $8.49 | Feb 10, 2016 | D | 112,000 | D | — | Sep 12, 2024 | Common Stock | 112,000 | 0 | D |
Explanation of responses
- F1On November 10, 2015, Ocata Therapeutics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Astellas Pharma Inc. ("Astellas") and Laurel Acquisition Inc., an indirect wholly-owned subsidiary of Astellas ("Merger Sub"), pursuant to which Astellas acquired the Company in a merger (the "Merger") that became effective on February 10, 2016. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive a cash payment equal to $8.50 per share (the "Offer Price"), and all shares of Company restricted stock units outstanding immediately prior to the Effective Time, whether vested or unvested, were canceled and converted automatically into the right to receive a cash payment equal to the Offer Price.
- F2This number includes 32,667 shares of Company common stock issuable upon the settlement of restricted stock units.
- F3Pursuant to the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment with respect thereto equal to the product of (i) the number of shares of Company common stock subject to such Company stock option immediately prior to the Effective Time and (ii) the excess, if any, of $8.50 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time. Company stock options in respect of which the exercise price per share equaled or exceeded $8.50 were cancelled, in accordance with the terms of the applicable equity incentive plan and award agreement, for no consideration as of the Effective Time.