SEC Form 4 · accession 0000899243-15-004148

Receptos, Inc. · RCPT

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

Reporting owner

Director

Period of report

Aug 27, 2015

Accepted (ET)

Aug 27, 2015 · 6:25 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	Aug 27, 2015	D	7,400	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2,F3	$37.73	Aug 27, 2015	D	18,800	D	—	Apr 10, 2024	Common Stock	18,800	0	D
Stock Option (right to buy)^F2,F4	$27.44	Aug 27, 2015	D	1,390	D	—	Jun 2, 2024	Common Stock	1,390	0	D

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, the reporting person disposed of 7,400 unvested time-based restricted stock units in exchange for $232.00 per share in cash (the "Offer Price").
F2Pursuant 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.
F3The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on April 11, 2014.
F4The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.