SEC Form 4 · accession 0000899243-15-004156
Receptos, Inc. · RCPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S. Edward Torres
Director
Period of report
Aug 25, 2015
Accepted (ET)
Aug 27, 2015 · 6:38 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,F2 | Aug 25, 2015 | U | 665,561 | — | D | 0 | I | See footnote |
| Common StockF1 | 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)F3,F4 | $18.77 | Aug 27, 2015 | D | 18,800 | D | — | Jul 16, 2023 | Common Stock | 18,800 | 0 | D |
| Stock Option (right to buy)F3,F5 | $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) 665,561 shares of the Company's common stock held indirectly by the reporting person as described in footnote (2) were disposed of in the Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 7,400 unvested time-based restricted stock units held directly by the reporting person were disposed of in the merger, each in exchange for the Offer Price.
- F2These shares were owned directly by Lilly Ventures Fund I, LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. S. Edward Torres is a non-managing member of the Fund and may be deemed to beneficially own the shares. Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.
- F3Pursuant 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.
- F4The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on May 9, 2013.
- F5The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.