SEC Form 4 · accession 0001104659-15-068857

KYTHERA BIOPHARMACEUTICALS INC · KYTH

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

Reporting owner

John W Smither

Officer — Chief Financial Officer

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 Stock^F2,F1	Oct 1, 2015	D	17,960	—	D	0	D
Common Stock^F1,F3	Oct 1, 2015	D	6,216	—	D	0	I	See Footnote

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)^F4	$5.90	Oct 1, 2015	D	14,897	D	—	Oct 14, 2020	Common Stock	14,897	D
Stock Option (right to buy)^F5	$8.22	Oct 1, 2015	D	852	D	—	Feb 1, 2022	Common Stock	852	D
Stock Option (right to buy)^F6	$27.50	Oct 1, 2015	D	6,700	D	—	Jan 29, 2023	Common Stock	6,700	D
Stock Option (right to buy)^F7	$44.02	Oct 1, 2015	D	19,266	D	—	Jan 22, 2024	Common Stock	19,266	D
Stock Option (right to buy)^F8	$38.53	Oct 1, 2015	D	45,344	D	—	Jan 29, 2025	Common Stock	45,344	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 575 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 21, 2015.
F3Shares held by the 1994 Smither Family Trust dated March 1, 1994 as amended March 23, 2006, John W. Smither and Noretha V. Smither, Trustees.
F4Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 3,937 shares of Allergan common stock at an exercise price of $22.31 per share.
F5Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 225 shares of Allergan common stock at an exercise price of $31.11 per share.
F6Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 1,770 shares of Allergan common stock at an exercise price of $104.04 per share.
F7Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 5,092 shares of Allergan common stock at an exercise price of $166.55 per share.
F8Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 11,984 shares of Allergan common stock at an exercise price of $145.78 per share.