SEC Form 4 · accession 0001104659-18-074362

ENDOCYTE INC · ECYT

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

Reporting owner

Fred A Middleton

Director

Period of report

Dec 21, 2018

Accepted (ET)

Dec 21, 2018 · 12:54 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 Stock^F1	Dec 11, 2018	G	83,860	$0.00	D	113,489	D
Common Stock^F2	Dec 21, 2018	D	110,189	$24.00	D	0	D
Common Stock^F3	Dec 21, 2018	D	3,300	$24.00	D	0	D
Common Stock^F2,F4,F5	Dec 21, 2018	D	1,017,304	$24.00	D	0	I	By Sanderling Venture Partners V, L.P.
Common Stock^F2,F4,F5	Dec 21, 2018	D	1,212,413	$24.00	D	0	I	By Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock^F2,F4,F6	Dec 21, 2018	D	267,491	$24.00	D	0	I	By Sanderling Venture Partners V Co-Investment Fund, L.P.
Common Stock^F2,F4,F5	Dec 21, 2018	D	249,148	$24.00	D	0	I	By Sanderling V Biomedical, L.P.
Common Stock^F2,F4,F5	Dec 21, 2018	D	162,170	$24.00	D	0	I	By Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock^F2,F4,F5	Dec 21, 2018	D	113,315	$24.00	D	0	I	By Sanderling V Limited Partnership
Common Stock^F2,F4,F5	Dec 21, 2018	D	100,828	$24.00	D	0	I	By Sanderling V Beteiligungs GmbH & Co. KG
Common Stock^F2,F4,F5	Dec 21, 2018	D	10,049	$24.00	D	0	I	By Sanderling VI Limited Partnership
Common Stock^F2,F4,F5	Dec 21, 2018	D	8,434	$24.00	D	0	I	By Sanderling VI Beteiligungs GmbH & Co. KG
Common Stock^F2,F4,F5	Dec 21, 2018	D	904,465	$24.00	D	0	I	By Sanderling V Strategic Exit Fund, L.P.

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	$6.00	Dec 21, 2018	D	15,706	D	—	Feb 9, 2021	Common Stock	15,706	D
Stock Option (right to buy)^F7	$11.80	Dec 21, 2018	D	10,000	D	—	May 26, 2021	Common Stock	10,000	D
Stock Option (right to buy)^F7	$6.43	Dec 21, 2018	D	10,000	D	—	May 31, 2022	Common Stock	10,000	D
Stock Option (right to buy)^F7	$12.94	Dec 21, 2018	D	14,000	D	—	Jun 19, 2023	Common Stock	14,000	D
Stock Option (right to buy)^F7	$6.69	Dec 21, 2018	D	14,000	D	—	May 15, 2024	Common Stock	14,000	D
Stock Option (right to buy)^F7	$6.02	Dec 21, 2018	D	13,500	D	—	May 14, 2025	Common Stock	13,500	D
Stock Option (right to buy)^F7	$3.35	Dec 21, 2018	D	13,500	D	—	May 5, 2026	Common Stock	13,500	D
Stock Option (right to buy)^F7	$2.27	Dec 21, 2018	D	19,500	D	—	May 4, 2027	Common Stock	19,500	D
Stock Option (right to buy)^F8	$10.81	Dec 21, 2018	D	19,500	D	—	May 3, 2028	Common Stock	19,500	D

Explanation of responses

F1Represents a gift of 83,860 shares to a non-profit organization.
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 provided for vesting and settlement 100% on the business day prior to the Company's annual stockholder meeting following May 3, 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.
F4Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein.
F5Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling VI Limited Partnership and Sanderling V Strategic Exit Fund, L.P. and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling V Strategic Exit Fund, L.P. and Sanderling VI Limited Partnership.
F6Fred Middleton is a managing director of Middleton, McNeil & Mills Associate V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners V Co-Investment Fund, L.P. and he may be deemed to have voting and investment power over shares of record by Sanderling Venture Partners V Co-Investment Fund, L.P.
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 100% on the business day prior to the Company's annual stockholder meeting following May 3, 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.