SEC Form 4 · accession 0000899243-18-007310
Cascadian Therapeutics, Inc. · CASC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luke Nathaniel Walker
Officer — SVP, Clinical Development
Period of report
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 6:15 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 StockF1 | Mar 9, 2018 | U | 10,315 | — | 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)F3,F2 | $35.88 | Mar 9, 2018 | D | 2,500 | D | — | Sep 30, 2019 | Common Stock | 2,500 | 0 | D |
| Stock Option (Right to buy)F3,F4 | $41.52 | Mar 9, 2018 | D | 334 | D | — | Dec 1, 2019 | Common Stock | 334 | 0 | D |
| Stock Option (Right to buy)F3,F5 | $28.44 | Mar 9, 2018 | D | 1,250 | D | — | Dec 12, 2020 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to buy)F3,F6 | $10.44 | Mar 9, 2018 | D | 2,500 | D | — | Dec 12, 2021 | Common Stock | 2,500 | 0 | D |
| Stock Option (Right to buy)F3,F7 | $10.56 | Mar 9, 2018 | D | 1,250 | D | — | Dec 16, 2022 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to buy)F3,F8 | $21.06 | Mar 9, 2018 | D | 5,834 | D | — | Sep 24, 2023 | Common Stock | 5,834 | 0 | D |
| Stock Option (Right to buy)F10,F9 | $6.90 | Mar 9, 2018 | D | 8,334 | D | — | May 17, 2024 | Common Stock | 8,334 | 0 | D |
| Stock Option (Right to buy)F11,F9 | $6.90 | Mar 9, 2018 | D | 20,834 | D | — | May 17, 2024 | Common Stock | 20,834 | 0 | D |
| Stock Option (Right to buy)F13,F12 | $4.64 | Mar 9, 2018 | D | 35,100 | D | — | Jan 11, 2027 | Common Stock | 35,100 | 0 | D |
| Stock Option (Right to buy)F15,F14 | $3.99 | Mar 9, 2018 | D | 50,000 | D | — | Sep 18, 2027 | Common Stock | 50,000 | 0 | D |
| Restricted Stock UnitsF16,F17,F18 | — | Mar 9, 2018 | D | 7,800 | D | — | — | Common Stock | 7,800 | 0 | D |
| Restricted Stock UnitsF19,F20,F18 | — | Mar 9, 2018 | D | 12,000 | D | — | — | Common Stock | 12,000 | 0 | D |
| Restricted Stock UnitsF20,F21,F22,F18 | — | Mar 9, 2018 | D | 130,000 | D | — | — | Common Stock | 130,000 | 0 | 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.
- F10Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $25,835.40, 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.
- F11Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $64,585.40, 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 $188,136.00, 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 $300,500.00, 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 $78,000.00, 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 $120,000.00, 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 September 30, 2011, 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 $1,300,000.00, 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, 2011, 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 12, 2012, 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, 2013, 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 16, 2014, 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 September 24, 2015, 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 May 17, 2016, and the remainder vest monthly thereafter for 36 months.