SEC Form 4 · accession 0000899243-15-004149
Receptos, Inc. · RCPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Waage Christian
Officer — SVP & General Counsel
Period of report
Aug 27, 2015
Accepted (ET)
Aug 27, 2015 · 6:27 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 StockF1 | Aug 27, 2015 | D | 9,500 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2,F3 | $22.65 | Aug 27, 2015 | D | 112,500 | D | — | Nov 24, 2023 | Common Stock | 112,500 | 0 | D |
| Employee Stock Option (right to buy)F2,F4 | $41.51 | Aug 27, 2015 | D | 36,945 | D | — | Apr 2, 2024 | Common Stock | 36,945 | 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, the reporting person disposed of (i) 9,500 shares of the Company's common stock in the merger in exchange for $232.00 per share in cash (the "Offer Price") which number represents unvested time-based restricted stock units and (ii) 9,500 unvested performance-based restricted stock units, each of which was cancelled in exchange for 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: 25% of the shares vested on November 25, 2014 and 1/48th of the shares vested monthly thereafter.
- F4The original vesting term of the option was as follows: 25% of the shares vested on April 3, 2015 and 1/48th of the shares vested monthly thereafter.