SEC Form 4 · accession 0001104659-15-068855
KYTHERA BIOPHARMACEUTICALS INC · KYTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A. Rich
Officer — Vice President Operations
Period of report
Oct 1, 2015
Accepted (ET)
Oct 2, 2015 · 2:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001436304
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Oct 1, 2015 | D | 2,044 | — | 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 | $32.61 | Oct 1, 2015 | D | 40,000 | D | — | Apr 30, 2024 | Common Stock | 40,000 | 0 | D |
| Stock Option (right to buy)F4 | $38.53 | Oct 1, 2015 | D | 28,217 | D | — | Jan 29, 2025 | Common Stock | 28,217 | 0 | D |
| Stock Option (right to buy)F5 | $47.63 | Oct 1, 2015 | D | 20,000 | D | — | May 26, 2025 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Allergan plc (formerly known as Actavis plc) ("Allergan"), Keto Merger Sub, Inc. (a wholly owned subsidiary of Allergan) and Issuer, whereby each share of Issuer common stock was canceled in exchange for $75.00 in cash, without interest.
- F2Includes 369 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 21, 2015.
- F3Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 10,572 shares of Allergan common stock at an exercise price of $123.38 per share.
- F4Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 7,457 shares of Allergan common stock at an exercise price of $145.78 per share.
- F5Pursuant to the Merger Agreement, this option was assumed by Allergan in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into an option to purchase 5,286 shares of Allergan common stock at an exercise price of $180.21 per share.