SEC Form 4 · accession 0001104659-16-095976

Ocata Therapeutics, Inc. · OCAT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Lanza

Officer — Chief Scientific Officer

Period of report

Feb 10, 2016

Accepted (ET)

Feb 11, 2016 · 4:36 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	231,509	$8.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$21.00	Feb 10, 2016	D	40,000	D	—	Feb 7, 2018	Common Stock	40,000	D
Stock Option (Right to Buy)^F3	$9.80	Feb 10, 2016	D	53,500	D	—	Nov 13, 2019	Common Stock	53,500	D
Stock Option (Right to Buy)^F3	$19.50	Feb 10, 2016	D	17,834	D	—	Jan 10, 2021	Common Stock	17,834	D
Stock Option (Right to Buy)^F3	$15.70	Feb 10, 2016	D	150,000	D	—	Aug 8, 2021	Common Stock	150,000	D
Stock Option (Right to Buy)^F3	$6.20	Feb 10, 2016	D	12,858	D	—	Nov 8, 2023	Common Stock	12,858	D
Stock Option (Right to Buy)^F3	$8.49	Feb 10, 2016	D	35,334	D	—	Sep 12, 2024	Common Stock	35,334	D
Stock Option (Right to Buy)^F3	$8.49	Feb 10, 2016	D	76,666	D	—	Sep 12, 2024	Common Stock	76,666	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.
F2Pursuant 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. Includes 32,667 shares of Company common stock issued 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.