SEC Form 4 · accession 0001140361-16-078630
Relypsa Inc · RLYP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel K Spiegelman
Director
Period of report
Sep 1, 2016
Accepted (ET)
Sep 2, 2016 · 12:38 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 Stock | Sep 1, 2016 | U | 1,237 | $32.00 | D | 2,250 | D | |
| Common Stock | Sep 1, 2016 | D | 2,250 | $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)F2 | $23.96 | Sep 1, 2016 | D | 12,000 | D | — | Jun 18, 2024 | Common Stock | 12,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $35.79 | Sep 1, 2016 | D | 4,500 | D | — | Jun 3, 2025 | Common Stock | 4,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $17.00 | Sep 1, 2016 | D | 4,500 | D | — | Jun 20, 2026 | Common Stock | 4,500 | 0 | D |
Explanation of responses
- F1Pursuant 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, on September 1, 2016, shares disposed of in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
- F2Pursuant 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.
- F3Pursuant to the terms of the Merger Agreement, on September 1, 2016, the stock option was cancelled and no cash payment was made as the exercise price exceeded $32.00 per share.