SEC Form 4 · accession 0001140361-16-078623
Relypsa Inc · RLYP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Orwin
Officer — President & CEO · Director
Period of report
Sep 1, 2016
Accepted (ET)
Sep 2, 2016 · 12:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001416792
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 1, 2016 | A | 11,250 | $0.00 | A | 65,142 | D | |
| Common Stock | Sep 1, 2016 | U | 10,142 | $32.00 | D | 55,000 | D | |
| Common Stock | Sep 1, 2016 | D | 55,000 | $32.00 | 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)F4 | $18.87 | Sep 1, 2016 | A | 45,000 | A | Sep 1, 2016 | Nov 5, 2025 | Common Stock | 45,000 | 67,500 | D |
| Stock Option (Right to Buy)F3 | $18.87 | Sep 1, 2016 | D | 67,500 | D | — | Nov 5, 2025 | Common Stock | 67,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $7.40 | Sep 1, 2016 | D | 727,877 | D | — | Jul 23, 2023 | Common Stock | 727,877 | 0 | D |
| Stock Option (Right to Buy)F3 | $27.21 | Sep 1, 2016 | D | 94,500 | D | — | Aug 13, 2024 | Common Stock | 94,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $28.38 | Sep 1, 2016 | D | 105,000 | D | — | Aug 9, 2025 | Common Stock | 105,000 | 0 | D |
Explanation of responses
- F1On November 6, 2015, the Reporting Person was granted 16,875 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.
- F2Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
- F3Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.
- F4On November 6, 2015, the Reporting Person was granted an option to purchase 67,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.