SEC Form 4 · accession 0000899243-15-004147

Receptos, Inc. · RCPT

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

Reporting owner

Kristina Burow

Director

Period of report

Aug 25, 2015

Accepted (ET)

Aug 27, 2015 · 6:23 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001463729

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Aug 25, 2015	U	19,632	—	D	0	I	See footnotes
Common Stock^F1,F4,F5	Aug 25, 2015	U	316,908	—	D	0	I	See footnotes
Common Stock^F1	Aug 25, 2015	U	18,346	—	D	7,400	D
Common Stock^F1	Aug 27, 2015	D	7,400	—	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)^F6,F7	$18.77	Aug 27, 2015	D	18,800	D	—	Jul 16, 2023	Common Stock	18,800	0	D
Stock Option (right to buy)^F6,F8	$27.44	Aug 27, 2015	D	9,400	D	—	Jun 2, 2024	Common Stock	9,400	0	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 14, 2015, by and among Receptos, Inc., a Delaware corporation (the "Company"), Celgene Corporation, a Delaware corporation ("Parent"), and Strix Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (i) 336,540 shares of the Company's common stock held indirectly by the reporting person through various entities described in footnotes (2) and (4) were disposed in the Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 25,746 shares of the Company's common stock held directly by the reporting person, which number includes 7,400 unvested time-based restricted stock units, were disposed in the Offer and merger, each in exchange for the Offer Price.
F2These shares were owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Each of ARCH Partners VI, ARCH VI LLC, the Managing Directors and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of its, his or her pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC, the Managing Directors or the Reporting Person were the beneficial owners of such securities for Section 16 or any other purpose.
F3Kristina Burow owns an interest in ARCH Partners VI but does not have voting or investment control over the shares held by ARCH Fund VI and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F4These shares were owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each of ARCH Partners VII, ARCH VII LLC, the Managing Directors and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of its, his or her pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VII, ARCH VII LLC, the Managing Directors or the Reporting Person were the beneficial owners of such securities for Section 16 or any other purpose.
F5Kristina Burow owns an interest in ARCH Partners VII but does not have voting or investment control over the shares held by ARCH Fund VII and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F6Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
F7The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on May 9, 2013.
F8The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.