SEC Form 4 · accession 0000899243-18-007292

Cascadian Therapeutics, Inc. · CASC

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

Reporting owner

Julia Marie Eastland

Officer — CFO & CBO

Period of report

Mar 9, 2018

Accepted (ET)

Mar 13, 2018 · 6:01 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001412067

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 9, 2018	U	5,237	—	D	0	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)^F3,F2	$19.86	Mar 9, 2018	D	6,667	D	—	Nov 10, 2018	Common Stock	6,667	D
Stock Option (Right to buy)^F3,F4	$19.92	Mar 9, 2018	D	8,334	D	—	Dec 1, 2018	Common Stock	8,334	D
Stock Option (Right to buy)^F3,F5	$41.52	Mar 9, 2018	D	8,334	D	—	Dec 1, 2019	Common Stock	8	D
Stock Option (Right to buy)^F3,F6	$28.44	Mar 9, 2018	D	8,334	D	—	Dec 12, 2020	Common Stock	8,334	D
Stock Option (Right to buy)^F3,F7	$10.44	Mar 9, 2018	D	25,000	D	—	Dec 12, 2021	Common Stock	25,000	D
Stock Option (Right to buy)^F3,F8	$10.56	Mar 9, 2018	D	16,667	D	—	Dec 16, 2022	Common Stock	16,667	D
Stock Option (Right to buy)^F3,F9	$21.06	Mar 9, 2018	D	41,667	D	—	Sep 24, 2023	Common Stock	41,667	D
Stock Option (Right to buy)^F11,F10	$6.90	Mar 9, 2018	D	50,000	D	—	May 17, 2024	Common Stock	50,000	D
Stock Option (Right to buy)^F13,F12	$4.64	Mar 9, 2018	D	51,200	D	—	Jan 11, 2027	Common Stock	51,200	D
Stock Option (Right to buy)^F15,F14	$3.99	Mar 9, 2018	D	75,000	D	—	Sep 18, 2027	Common Stock	75,000	D
Restricted Stock Units^F16,F17,F18	—	Mar 9, 2018	D	11,300	D	—	—	Common Stock	11,300	D
Restricted Stock Units^F19,F20,F18	—	Mar 9, 2018	D	16,500	D	—	—	Common Stock	16,500	D
Restricted Stock Units^F21,F22,F18	—	Mar 9, 2018	D	199,000	D	—	—	Common Stock	199,000	D

Explanation of responses

F1Shares of Common Stock tendered in the tender offer launched by Valley Acquisition Sub, Inc. on February 8, 2018 pursuant to that certain Agreement and Plan of Merger, dated January 30, 2018, among Seattle Genetics, Inc., Valley Acquisition Sub, Inc., and Cascadian Therapeutics, Inc. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of Cascadian Therapeutics, Inc., par value $0.0001 per share, at a purchase price of $10.00 per share ("Offer Price"), net to the seller in cash, without interest and less any required withholding taxes.
F1025% of the shares subject to the option vest on the first anniversary of the grant date of May 17, 2016, and the remainder vest monthly thereafter for 36 months.
F11Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $155,000.00, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option.
F1225% of the shares subject to the option vest on the first anniversary of the grant date of January 11, 2017, and the remainder vest monthly thereafter for 36 months.
F13Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $274,432.00, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option.
F1425% of the shares subject to the option vest on the first anniversary of the grant date of September 18, 2017, and the remainder vest monthly thereafter for 36 months.
F15Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $450,750.00, which represents the product of (a) the difference between $10.00 and the exercise price of the option per share, multiplied by (b) the number of shares subject to the option.
F16Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $113,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F17The restricted stock units were granted on January 11, 2017 and 25% of the shares vest on each anniversary of the grant date for four years.
F18The restricted stock units expire upon the earlier of the settlement of the units and the unitholder's termination of service.
F19Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $165,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F225% of the shares subject to the option vest on the first anniversary of the grant date of November 10, 2010, and the remainder vest monthly thereafter for 36 months.
F20The restricted stock units were granted on September 18, 2017 and 25% of the shares vest on each anniversary of the grant date for four years.
F21Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $1,990,000.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F22The restricted stock units were granted on January 31, 2018 and 25% of the shares vest on each anniversary of the grant date for four years.
F3Pursuant to the Merger Agreement, the option was cancelled and terminated without payment because the exercise price exceeded the Offer Price.
F425% of the shares subject to the option vest on the first anniversary of the grant date of December 1, 2010, and the remainder vest monthly thereafter for 36 months.
F525% of the shares subject to the option vest on the first anniversary of the grant date of December 1, 2011, and the remainder vest monthly thereafter for 36 months.
F625% of the shares subject to the option vest on the first anniversary of the grant date of December 12, 2012, and the remainder vest monthly thereafter for 36 months.
F725% of the shares subject to the option vest on the first anniversary of the grant date of December 12, 2013, and the remainder vest monthly thereafter for 36 months.
F825% of the shares subject to the option vest on the first anniversary of the grant date of December 16, 2014, and the remainder vest monthly thereafter for 36 months.
F925% of the shares subject to the option vest on the first anniversary of the grant date of September 24, 2015, and the remainder vest monthly thereafter for 36 months.