SEC Form 4 · accession 0001209191-15-032278
Coherus Oncology, Inc. · CHRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
James Healy
Director
Period of report
Mar 10, 2015
Accepted (ET)
Apr 3, 2015 · 4:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512762
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par value | Mar 10, 2015 | J | 12 | $0.00 | A | 59 | D | |
| Common Stock, $0.0001 par value | Mar 18, 2015 | J | 33 | $0.00 | A | 92 | D | |
| Common Stock, $0.0001 par valueF4 | Mar 10, 2015 | J | 96,098 | $0.00 | A | 2,653,857 | I | See Footnote |
| Common Stock, $0.0001 par valueF4 | Mar 18, 2015 | J | 239,364 | $0.00 | A | 2,893,221 | I | See Footnote |
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)F5 | $29.00 | Apr 1, 2015 | A | 20,000 | A | — | Mar 31, 2025 | Common Stock | 20,000 | 20,000 | D |
| Stock Option (Right to Buy)F6 | $29.00 | Apr 1, 2015 | A | 25,000 | A | — | Mar 31, 2025 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1On March 10, 2015, Reporting Person and Sofinnova Venture Partners VII, L.P. became entitled to receive shares of Issuer's common stock pursuant to the release of shares from escrow pursuant to the terms and conditions of that certain Agreement and Plan of Merger by and among Issuer, Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated as of January 8, 2014 ("Merger Agreement"), pursuant to which Issuer acquired InteKrin. The shares issued to Reporting Person had been held in escrow for satisfaction to the indemnification obligations of the former stockholders of InteKrin to Issuer. The release of the shares issued to Reporting Person by the escrow agent was executed on March 10, 2015 upon determination by the escrow agent under the Merger Agreement, stockholders' representative under the Merger Agreement and transfer agent to Issuer that all conditions for such release had been satisfied.
- F2On March 18, 2015, Reporting Person and Sofinnova Venture Partners VII, L.P. became entitled to receive shares of Issuer's common stock pursuant to an "earn out" provision included in that certain Agreement and Plan of Merger by and among Issuer, Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated as of January 8, 2014 (the "Merger Agreement"), pursuant to which Issuer acquired all outstanding common stock of InteKrin on January 8, 2014. The Merger Agreement provided that stockholders of InteKrin would receive additional shares of Issuer's common stock, for no additional consideration, upon the first dosing of a patient with INT 131 (the "Milestone"). (Continued in Footnote 3)
- F3The Milestone occurred on March 6, 2015, and as a result an earn out payment of an aggregate of 358,384 shares of Issuer's common stock was executed by the escrow agent and transfer agent on March 18, 2015 upon determination that all conditions for such release had been satisfied.
- F4The Reporting Person is one of the managing members of the general partner of Sofinnova Venture Partners VII, L.P. that directly holds the reported securities, and as such, may be deemed to share voting and investment power with respect to such securities. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his proportionate pecuniary interest in Sofinnova Ventures Partners VII, L.P.
- F5The underlying shares subject to the option vest and become exercisable in full on the earlier of (i) one year from the 2015 Annual Meeting scheduled for May 21, 2015, or (ii) the date of the 2016 Annual Meeting, subject to Reporting Person's continued service relationship with the Issuer on such vesting date.
- F6Option granted to Reporting Person pursuant to his position as Chairman of the Compensation Committee. The underlying shares subject to the option vest and become exercisable in full on the earlier to occur of (i) one year from the 2015 Annual Meeting to be held on May 21, 2015, or (ii) the date of the 2016 Annual Meeting, subject to Reporting Person's continued service relationship with the Issuer on such vesting date.