SEC Form 4 · accession 0001209191-17-056236

Kite Pharma, Inc. · KITE

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

Reporting owner

Joshua A Kazam

Director

Period of report

Sep 28, 2017

Accepted (ET)

Oct 5, 2017 · 8:25 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 Stock	Sep 28, 2017	J	70,050	$0.00	A	70,050	I	By spouse
Common Stock^F2,F3	Oct 3, 2017	D	70,050	$180.00	D	0	I	By spouse
Common Stock^F2,F3	Oct 3, 2017	U	2,553	$180.00	D	1,807	D
Common Stock^F2,F3,F4	Oct 3, 2017	D	1,807	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F2,F3,F6,F5	$1.35	Oct 3, 2017	D	50,000	D	—	Mar 24, 2024	Common Stock	50,000	D
Director Stock Option (Right to Buy)^F2,F3,F6,F7	$59.23	Oct 3, 2017	D	10,000	D	—	Jun 8, 2025	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F2,F3,F6,F8	$50.87	Oct 3, 2017	D	7,000	D	—	May 31, 2026	Common Stock	7,000	D
Director Stock Option (Right to Buy)^F2,F3,F6,F9	$91.21	Oct 3, 2017	D	8,810	D	—	Jun 19, 2027	Common Stock	8,810	D

Explanation of responses

F1The shares were transferred from an irrevocable blind grantor trust, which is managed by an independent trustee, for no consideration. The Reporting Person holds no voting or dispositive power over the securities held by the trust.
F2On 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"). Pursuant 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 Note 3 below, was validly tendered for $180.00 per share in cash, without interest and subject to any required withholding of taxes.
F3On 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 and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes.
F4Represents 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, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit.
F5This option provided for vesting of 1/36th of the shares subject thereto on February 28, 2014, and for vesting of the remaining shares subject thereto in 35 equal monthly installments commencing March 30, 2014.
F6This option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the option.
F7This option provided for vesting in 12 equal monthly installments following June 9, 2015.
F8This option provided for vesting in 12 equal monthly installments following June 1, 2016.
F9This option provided for vesting in 12 equal monthly installments following June 20, 2017.