SEC Form 4 · accession 0001177648-19-000007
ENANTA PHARMACEUTICALS INC · ENTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yat Sun Or
Officer — Sr. VP & CSO
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 9:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001177648
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 11, 2019 | M | 10,249 | $11.77 | A | 320,169 | D | |
| Common Stock | Feb 11, 2019 | M | 6,956 | $14.00 | A | 327,125 | D | |
| Common Stock | Feb 11, 2019 | M | 8,772 | $14.18 | A | 335,897 | D | |
| Common StockF2 | Feb 11, 2019 | S | 5,835 | $88.6583 | D | 330,062 | D | |
| Common StockF3 | Feb 11, 2019 | S | 18,971 | $89.4986 | D | 311,091 | D | |
| Common StockF4 | Feb 11, 2019 | S | 2,707 | $90.1131 | D | 308,384 | D | |
| Common StockF5 | Feb 11, 2019 | S | 171 | $91.238 | D | 308,213 | D | |
| Common StockF6 | Feb 12, 2019 | S | 6,297 | $90.0704 | D | 301,916 | D | |
| Common StockF7 | Feb 12, 2019 | A | 4,500 | $0.00 | A | 306,416 | D | |
| Common StockF8 | Feb 12, 2019 | A | 11,250 | $0.00 | A | 317,666 | D | |
| Common StockF9 | Feb 12, 2019 | F | 6,993 | $88.88 | D | 310,673 | 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)F10 | $11.77 | Feb 11, 2019 | M | 10,249 | D | — | Jun 20, 2022 | Common Stock | 10,249 | 3,672 | D |
| Stock Option (Right to Buy)F11 | $14.00 | Feb 11, 2019 | M | 6,956 | D | — | Mar 20, 2023 | Common Stock | 6,956 | 13,926 | D |
| Stock Option (Right to Buy)F10 | $14.18 | Feb 11, 2019 | M | 8,772 | D | — | Dec 26, 2022 | Common Stock | 8,772 | 5,149 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 23, 2016
- F10100% of the shares subject to the option are fully vested and exercisable.
- F11The option, representing a right to purchase 41,763 shares of common stock, became or will become exercisable in up to nine installments, six of which are installments of 8.33% of the shares and three of which are installments of 16.67% of the shares, based on Enanta's achievement of certain clinical milestones with respect to three or more programs that progress to clinical development. As of the date of this filing, a total of 50% of the shares subject to the option have become exercisable.
- F2The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $88.08 to $88.99, inclusive.
- F3The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.99, inclusive.
- F4The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.785, inclusive.
- F5The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $91.16 to $91.35, inclusive.
- F6The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.13, inclusive.
- F7Represents shares of Enanta common stock issued under a performance share unit ("PSU") award granted on January 4, 2017 that vested as a result of the achievement of a clinical development milestone in calendar 2018 as determined by the Compensation Committee of Enanta's Board of Directors, and then settled with the issuance of the shares of Enanta common stock on February 12, 2019.
- F8Represents shares of Enanta common stock issued under a relative total stockholder return unit ("rTSRU") award granted to the reporting person on January 4, 2017 that was subject to performance-vesting restrictions based on the relative total stockholder return of Enanta's common stock in relation to the total stockholder return of the component companies in the Nasdaq Biotech Index over a two-year period. The performance level was determined by the Compensation Committee of Enanta's Board of Directors and the rTSRU settled with the issuance of the shares of Enanta common stock on February 12, 2019.
- F9Represents the number of shares of common stock automatically forfeited by the reporting person to cover withholding taxes due as a result of settlement of the PSU and rTSRU awards.