SEC Form 4 · accession 0000899243-16-035087
OMEROS CORP · OMER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory A Demopulos M.D.
Officer — Chairman, CEO & President · Director
Period of report
Dec 5, 2016
Accepted (ET)
Dec 7, 2016 · 9:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001285819
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 5, 2016 | M | 102,040 | $0.98 | A | 1,987,025 | D | |
| Common StockF3 | Dec 5, 2016 | S | 102,040 | $10.708 | D | 1,884,985 | D | |
| Common Stock | Dec 6, 2016 | M | 102,040 | $0.98 | A | 1,987,025 | D | |
| Common StockF4 | Dec 6, 2016 | S | 102,040 | $10.7978 | D | 1,884,985 | D | |
| Common Stock | Dec 7, 2016 | M | 102,044 | $0.98 | A | 1,987,029 | D | |
| Common StockF5 | Dec 7, 2016 | S | 102,044 | $10.4762 | D | 1,884,985 | 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)F6 | $0.98 | Dec 5, 2016 | M | 102,040 | D | — | Dec 11, 2016 | Common Stock | 102,040 | 204,084 | D |
| Stock Option (Right to Buy)F7 | $10.56 | Dec 5, 2016 | A | 400,000 | A | — | Dec 4, 2026 | Common Stock | 400,000 | 400,000 | D |
| Stock Option (Right to Buy)F6 | $0.98 | Dec 6, 2016 | M | 102,040 | D | — | Dec 11, 2016 | Common Stock | 102,040 | 102,044 | D |
| Stock Option (Right to Buy)F6 | $0.98 | Dec 7, 2016 | M | 102,044 | D | — | Dec 11, 2016 | Common Stock | 102,044 | 0 | D |
Explanation of responses
- F1Open market sale pursuant to a Rule 10b5-1 trading plan adopted earlier this year by the reporting person that provides for the exercise and sale of options to purchase 612,244 shares of common stock that expire on December 11, 2016 and 100 shares of common stock that expire on April 7, 2020; the latter at a threshold price of $100.00 per share. Under the plan, the options expiring on December 11, 2016, which do not provide for an extension of the exercise period, would be exercised and sold during fixed sale periods at specified prices and numbers in each sale period. The 306,124 shares of common stock sold during this reporting period complete the sale of all shares associated with the options expiring on December 11, 2016. Consistent with the applicable trading rules, the reporting person has had no further control over the terms or timing of sales under the plan.
- F2(Continued from Footnote 1) A portion of the proceeds from the exercise of the options expiring on December 11, 2016, all of which are non-qualified, are being used to fund in part the reporting person's exercise of all incentive stock options that otherwise would expire on December 11, 2016.
- F3This transaction was executed in multiple trades at prices ranging from $10.49 to $11.15; the price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions referenced in this footnote were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F4This transaction was executed in multiple trades at prices ranging from $10.45 to $11.13; the price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions referenced in this footnote were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F5This transaction was executed in multiple trades at prices ranging from $10.26 to $10.78; the price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions referenced in this footnote were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F6The option vested and became exercisable in 48 equal monthly installments. The first installment became exercisable on March 28, 2005 and subsequent installments became exercisable on each monthly anniversary thereafter.
- F7The option vests and becomes exercisable over 48 equal monthly installments, with a vesting commencement date of April 1, 2016. Installments vest and become exercisable on each monthly anniversary thereafter.