SEC Form 4 · accession 0000899243-15-004157
Receptos, Inc. · RCPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William H Rastetter
Director
Period of report
Aug 25, 2015
Accepted (ET)
Aug 27, 2015 · 6:39 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 25, 2015 | U | 332,234 | — | D | 0 | I | By Family Trust |
| 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)F2,F3 | $18.77 | Aug 27, 2015 | D | 18,800 | D | — | Jul 16, 2023 | Common Stock | 18,800 | 0 | D |
| Stock Option (right to buy)F2,F4 | $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, the reporting person disposed of (i) 332,234 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) held indirectly by the reporting person through a family trust in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 7,400 unvested time-based restricted stock units in the merger held directly by the reporting person, each 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: the option vested in 36 equal monthly installments commencing on May 9, 2013.
- F4The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.