SEC Form 4 · accession 0000899243-15-004158

Receptos, Inc. · RCPT

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

Reporting owner

Sheila Gujrathi

Officer — Chief Medical Officer

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 Stock^F1	Aug 25, 2015	U	120,661	—	D	12,500	D
Common Stock^F1	Aug 27, 2015	D	12,500	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F2,F3	$8.10	Aug 27, 2015	D	26,666	D	—	Apr 17, 2023	Common Stock	26,666	D
Employee Stock Option (right to buy)^F2,F4	$18.77	Aug 27, 2015	D	129,400	D	—	Jul 16, 2023	Common Stock	129,400	D
Employee Stock Option (right to buy)^F2,F5	$41.51	Aug 27, 2015	D	55,418	D	—	Apr 2, 2024	Common Stock	55,418	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) 133,161 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") which number includes 12,500 unvested time-based restricted stock units and 11,861 shares of unvested restricted stock and (ii) 12,500 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 April 18, 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 July 17, 2014 and 1/48th of the shares vested monthly thereafter.
F5The 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.