SEC Form 4 · accession 0001209191-17-056239
Kite Pharma, Inc. · KITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian T Clark
Director
Period of report
Oct 3, 2017
Accepted (ET)
Oct 5, 2017 · 8:27 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 | 1,776 | $180.00 | D | 5,324 | D | |
| Common StockF1,F2,F3 | Oct 3, 2017 | D | 5,324 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F1,F2,F5,F4 | $45.95 | Oct 3, 2017 | D | 17,130 | D | — | Jan 3, 2027 | Common Stock | 17,130 | 0 | D |
| Director Stock Option (Right to Buy)F1,F2,F5,F6 | $91.21 | Oct 3, 2017 | D | 8,810 | D | — | Jun 19, 2027 | Common Stock | 8,810 | 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"). 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.
- F2On 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.
- 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, 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.
- F4The option provided for vesting in 36 equal monthly installments on the last day of each month following the date of grant, January 3, 2017.
- F5This 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.
- F6This option provided for vesting in 12 equal monthly installments following June 20, 2017.