SEC Form 4 · accession 0001104659-15-068861
KYTHERA BIOPHARMACEUTICALS INC · KYTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis M Fenton
Director
Period of report
Oct 1, 2015
Accepted (ET)
Oct 2, 2015 · 2:17 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 StockF1,F2,F3 | Oct 1, 2015 | D | 3,348 | — | D | 0 | I | See Footnote |
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 | $0.76 | Oct 1, 2015 | D | 18,908 | D | — | Sep 26, 2016 | Common Stock | 18,908 | 0 | D |
| Stock Option (right to buy)F4 | $5.29 | Oct 1, 2015 | D | 5,672 | D | — | Sep 17, 2017 | Common Stock | 5,672 | 0 | D |
| Stock Option (right to buy)F4 | $5.90 | Oct 1, 2015 | D | 5,672 | D | — | Sep 15, 2021 | Common Stock | 5,672 | 0 | D |
| Stock Option (right to buy)F4 | $7.80 | Oct 1, 2015 | D | 5,672 | D | — | Nov 2, 2021 | Common Stock | 5,672 | 0 | D |
| Stock Option (right to buy)F4 | $11.69 | Oct 1, 2015 | D | 5,672 | D | — | Aug 6, 2022 | Common Stock | 5,672 | 0 | D |
| Stock Option (right to buy)F4 | $16.00 | Oct 1, 2015 | D | 5,672 | D | — | Oct 10, 2022 | Common Stock | 5,672 | 0 | D |
| Stock Option (right to buy)F4 | $21.65 | Oct 1, 2015 | D | 6,618 | D | — | Jun 4, 2023 | Common Stock | 6,618 | 0 | D |
| Stock Option (right to buy)F4 | $33.26 | Oct 1, 2015 | D | 8,400 | D | — | Jun 5, 2024 | Common Stock | 8,400 | 0 | D |
| Stock Option (right to buy)F4 | $53.26 | Oct 1, 2015 | D | 11,591 | D | — | Jun 2, 2025 | Common Stock | 11,591 | 0 | D |
Explanation of responses
- F1Includes 1,476 shares previously held by the Reporting Person directly.
- F2Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement"), 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.
- F3Shares held by The Fenton Family Trust, dated January 23, 1991, Dennis M. Fenton and Linda M. Fenton, Trustees.
- F4Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming a stock price of $75.00.