SEC Form 4 · accession 0001104659-15-068865

KYTHERA BIOPHARMACEUTICALS INC · KYTH

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

Reporting owner

Keith R Leonard

Officer — President & CEO · Director

Period of report

Oct 1, 2015

Accepted (ET)

Oct 2, 2015 · 2:18 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,F3	Jul 21, 2015	G	66,667	$0.00	D	763,076	I	See Footnote
Common Stock^F3	Aug 18, 2015	G	400,000	$0.00	D	363,076	I	See Footnote
Common Stock^F1,F3	Oct 1, 2015	D	363,076	—	D	0	I	See Footnote
Common Stock^F1	Oct 1, 2015	D	9,105	—	D	0	D

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	$5.50	Oct 1, 2015	D	28,082	D	—	Jan 15, 2020	Common Stock	28,082	D
Stock Option (right to buy)^F4	$5.90	Oct 1, 2015	D	81,306	D	—	Oct 14, 2020	Common Stock	81,306	D
Stock Option (right to buy)^F4	$8.22	Oct 1, 2015	D	34,148	D	—	Feb 1, 2022	Common Stock	34,148	D
Stock Option (right to buy)^F4	$8.22	Oct 1, 2015	D	51,223	D	—	Feb 1, 2022	Common Stock	51,223	D
Stock Option (right to buy)^F4	$27.50	Oct 1, 2015	D	50,400	D	—	Jan 29, 2023	Common Stock	50,400	D
Stock Option (right to buy)^F4	$27.50	Oct 1, 2015	D	33,600	D	—	Jan 29, 2023	Common Stock	33,600	D
Stock Option (right to buy)^F4	$44.02	Oct 1, 2015	D	89,542	D	—	Jan 2, 2024	Common Stock	89,542	D
Stock Option (right to buy)^F4	$38.53	Oct 1, 2015	D	151,302	D	—	Jan 29, 2025	Common Stock	151,302	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.
F2The Reporting Person no longer has reportable beneficial interests in 189 shares of Issuer common stock held by Keith R. Leonard III, the Reporting Person's son, or 189 shares of Issuer common stock held by Nina R. Leonard, the Reporting Person's daughter. On April 12, 2015, an independent third-party was appointed trustee of each of Keith Richard Leonard, Jr., Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "KL GRAT") and Nanette LaRosa Leonard, Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "NL GRAT") and the Reporting Person ceased to serve as trustee thereof. Accordingly, the Reporting Person no longer has a reportable beneficial interest in 47,103 shares of Issuer common stock previously held by the KL GRAT or 47,103 shares of Issuer common stock previously held by the NL GRAT.
F3Shares held by Leonard Family Trust, dated August 28, 1996, Keith Richard Leonard, Jr. and Nannette LaRosa Leonard, 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.