SEC Form 4 · accession 0001209191-17-056223
Kite Pharma, Inc. · KITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy L. Moore
Officer — EVP, Technical Operations
Period of report
Oct 3, 2017
Accepted (ET)
Oct 5, 2017 · 8:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001510580
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 3, 2017 | U | 3,927 | $180.00 | D | 41,734 | D | |
| Common StockF1,F3,F4 | Oct 3, 2017 | D | 41,734 | — | 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)F1,F6,F5 | $44.91 | Oct 3, 2017 | D | 124,125 | D | — | Mar 14, 2026 | Common Stock | 124,125 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F7,F5 | $44.91 | Oct 3, 2017 | D | 96,875 | D | — | Mar 14, 2026 | Common Stock | 96,875 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F7,F8 | $46.09 | Oct 3, 2017 | D | 30,700 | D | — | Dec 21, 2026 | Common Stock | 30,700 | 0 | D |
Explanation of responses
- F1On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.
- F2Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Notes 3 and 4 below, was validly tendered for $180 per share in cash, without interest and subject to any required withholding of taxes.
- F3Represents shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units (each a "Company Restricted Stock Unit"), held by the Reporting Person.
- F4Pursuant to the terms of the Merger Agreement, each Company Restricted Stock Unit was assumed and converted into a restricted stock unit denominated in shares of Parent common stock, on the same terms and conditions as were then applicable under such Company Restricted Stock Unit (including applicable performance vesting conditions), and relating to a number of shares of Parent common stock equal to the product of (i) the total number of shares of Company common stock subject to such Company Restricted Stock Unit multiplied by (ii) the quotient of (A) $180.00 divided by (B) the volume-weighted average closing sale price of a share of Parent common stock for the fifteen full consecutive trading days ending on and including September 28, 2017 ($83.12) (such quotient, the "Equity Award Conversion Ratio").
- F5This option provided for 25% vesting on March 15, 2017, and vesting thereafter in 36 equal monthly installments.
- F6This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to $180.00, less the exercise price of the option.
- F7Pursuant to the terms of the Merger Agreement, each option to purchase Company common stock (each, a "Company Option") then outstanding and unexercised, other than any vested in-the-money Company Option, was assumed and converted into an option to purchase a number of shares of Parent common stock, on the same terms and subject to the same conditions as were applicable to such Company Option, equal to the product of (i) the total number of shares of Company common stock subject to such Company Option multiplied by (ii) the Equity Award Conversion Ratio, and with an exercise price equal to the quotient of (i) the exercise price of such Company Option divided by (ii) the Equity Award Conversion Ratio.
- F8This option provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments.