SEC Form 4 · accession 0001400482-16-000272
KUBOTA PHARMACEUTICAL HOLDINGS CO LTD · M??????
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Gebhart
Officer — Chief Financial Officer
Period of report
Dec 22, 2016
Accepted (ET)
Dec 27, 2016 · 8:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001400482
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 22, 2016 | M | 7,472 | — | A | 20,337 | D | |
| Common StockF1,F2,F4 | Dec 22, 2016 | S | 3,210 | $8.18 | D | 17,127 | 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)F5,F3,F6 | — | Dec 22, 2016 | M | 7,472 | A | — | Jun 1, 2019 | Common Stock | 7,472 | 216,710 | D |
Explanation of responses
- F1On November 30, 2016, the issuer completed its change in place of incorporation, pursuant to which Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation ("Kubota Holdings"), became the publicly traded parent company of the Kubota group of companies. Each issued and outstanding share of common stock of Acucela Inc., a Washington corporation ("Acucela US"), was cancelled and converted into one share of common stock of Kubota Holdings. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, Kubota Holdings is the successor issuer to Acucela US. Each outstanding restricted stock unit was converted into a stock acquisition right to acquire one share of Kubota Holdings common stock for one yen per share.
- F2Kubota Holdings' common stock trades on the Tokyo Stock Exchange under the code 4596.
- F3Each stock acquisition right is exercisable for one share of Kubota Holdings common stock at an exercise price of one yen per share. Pursuant to the terms of the stock acquisition right, on the vesting date the vested shares were automatically acquired by Kubota Holdings for no consideration.
- F4The sale reported on this Form 4 was effected pursuant to a non-discretionary, Issuer-mandated sell-to-cover arrangement, in order to cover tax withholding incident to the automatic acquisition of the vested portion of the stock acquisition right on the transaction date.
- F5In connection with Kubota Holdings' change in place of incorporation, the reporting person's Prior Award (defined below) was cancelled, and in exchange therefor, Kubota Holdings issued the reporting person stock acquisition rights to purchase shares of Kubota Holdings' common stock (the "Substitute Award").
- F6On May 1, 2015, the reporting person was granted 358,692 restricted stock units (the "Prior Award") by Acucela US, with a four year vesting period, with twenty-five percent (25%) of the Prior Award vesting on 5/1/2016, and the remainder vesting thereafter on a monthly basis, such that 100% is vested on 5/1/2019, subject to the reporting person's provision of service to the issuer on each vesting date. The foregoing vesting schedule applies to the Substitute Award.