SEC Form 4 · accession 0001104659-18-074356
ENDOCYTE INC · ECYT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alison A. Armour
Officer — Chief Medical Officer
Period of report
Dec 21, 2018
Accepted (ET)
Dec 21, 2018 · 12:53 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 20, 2018 | G | 10,500 | $0.00 | D | 139,753 | D | |
| Common StockF1 | Dec 20, 2018 | G | 10,500 | $0.00 | A | 10,500 | I | By daughter |
| Common StockF2 | Dec 21, 2018 | D | 72,253 | $24.00 | D | 0 | D | |
| Common StockF2 | Dec 21, 2018 | D | 10,500 | $24.00 | D | 0 | I | By daughter |
| Common StockF3 | Dec 21, 2018 | D | 5,000 | $24.00 | D | 0 | D | |
| Common StockF4 | Dec 21, 2018 | D | 5,000 | $24.00 | D | 0 | D | |
| Common StockF5 | Dec 21, 2018 | D | 15,000 | $24.00 | D | 0 | D | |
| Common StockF6 | Dec 21, 2018 | D | 20,000 | $24.00 | D | 0 | D | |
| Common StockF7 | Dec 21, 2018 | D | 22,500 | $24.00 | 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)F8 | $5.16 | Dec 21, 2018 | D | 25,000 | D | — | Jul 31, 2025 | Common Stock | 25,000 | 0 | D |
| Stock Option (right to buy)F9 | $3.18 | Dec 21, 2018 | D | 45,788 | D | — | Feb 4, 2026 | Common Stock | 45,788 | 0 | D |
| Stock Option (right to buy)F10 | $2.16 | Dec 21, 2018 | D | 39,999 | D | — | Feb 2, 2027 | Common Stock | 39,999 | 0 | D |
| Stock Option (right to buy)F11 | $3.01 | Dec 21, 2018 | D | 45,000 | D | — | Feb 8, 2028 | Common Stock | 45,000 | 0 | D |
Explanation of responses
- F1Represents a gift of 10,500 shares by the reporting person to her daughter, who shares the reporting person's household.
- 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.
- F2Pursuant 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.
- F3This restricted stock unit ("RSU") award, which originally consisted of 20,000 RSUs and of which 15,000 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 July 31, 2016 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 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 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.
- F5This RSU award, which originally consisted of 20,000 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 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.
- F6This RSU award, which originally consisted of 40,000 RSUs and of which 20,000 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.
- F7This 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.
- F8This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on July 31, 2016. 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 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.