SEC Form 4 · accession 0001104659-18-074340

ENDOCYTE INC · ECYT

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

Reporting owner

Michael A. Sherman

Officer — President and CEO · Director

Period of report

Dec 21, 2018

Accepted (ET)

Dec 21, 2018 · 12:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001235007

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Dec 21, 2018	D	243,739	$24.00	D	D
Common Stock^F1	Dec 21, 2018	D	19,919	$24.00	D	I	By Sherman Investors, LLC
Common Stock^F2	Dec 21, 2018	D	7,188	$24.00	D	D
Common Stock^F3	Dec 21, 2018	D	5,000	$24.00	D	D
Common Stock^F4	Dec 21, 2018	D	23,438	$24.00	D	D
Common Stock^F5	Dec 21, 2018	D	62,500	$24.00	D	D
Common Stock^F6	Dec 21, 2018	D	37,500	$24.00	D	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)^F7	$9.05	Dec 21, 2018	D	20,800	D	—	Apr 14, 2021	Common Stock	20,800	D
Stock Option (right to buy)^F7	$3.55	Dec 21, 2018	D	74,998	D	—	Feb 28, 2022	Common Stock	74,998	D
Stock Option (right to buy)^F7	$9.86	Dec 21, 2018	D	58,719	D	—	Feb 19, 2023	Common Stock	58,719	D
Stock Option (right to buy)^F7	$11.11	Dec 21, 2018	D	36,000	D	—	Feb 6, 2024	Common Stock	36,000	D
Stock Option (right to buy)^F7	$5.10	Dec 21, 2018	D	86,247	D	—	Feb 4, 2025	Common Stock	86,247	D
Stock Option (right to buy)^F8	$3.18	Dec 21, 2018	D	86,248	D	—	Feb 4, 2026	Common Stock	86,248	D
Stock Option (right to buy)^F9	$3.68	Dec 21, 2018	D	60,000	D	—	Jun 16, 2026	Common Stock	60,000	D
Stock Option (right to buy)^F10	$2.16	Dec 21, 2018	D	187,500	D	—	Feb 2, 2027	Common Stock	187,500	D
Stock Option (right to buy)^F11	$3.01	Dec 21, 2018	D	225,000	D	—	Feb 8, 2028	Common Stock	225,000	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of October 17, 2018 (the "Merger Agreement"), by and among Endocyte, Inc. (the "Company"), Novartis AG ("Novartis") and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on December 21, 2018, each share of Company common stock was converted into the right to receive an amount in cash equal to $24.00, without interest and less any applicable withholding taxes.
F10This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 2, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.
F11This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 8, 2019. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.
F2This restricted stock unit ("RSU") award, which originally consisted of 14,375 RSUs and of which 7,187 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 4, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
F3This RSU award, which originally consisted of 10,000 RSUs and of which 5,000 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on June 16, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
F4This RSU award, which originally consisted of 31,250 RSUs and of which 7,812 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 2, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
F5This RSU award, which originally consisted of 125,000 RSUs and of which 62,500 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/2 annually over a period of 2 years beginning on October 4, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
F6This RSU award provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 8, 2019 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
F7This Company stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.
F8This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 4, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.
F9This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on June 16, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.