SEC Form 4 · accession 0001209191-18-009138
Ignyta, Inc. · RXDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander W. Casdin
Director
Period of report
Feb 8, 2018
Accepted (ET)
Feb 12, 2018 · 3:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557421
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 8, 2018 | D | 706,464 | $27.00 | D | 0 | I | By Reneo Capital SPV I LP |
| Common StockF1 | Feb 8, 2018 | D | 100,000 | $27.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $0.57 | Feb 8, 2018 | D | 6,666 | D | — | Dec 19, 2022 | Common Stock | 6,666 | 0 | D |
| Stock Option (Right to Buy)F3 | $1.02 | Feb 8, 2018 | D | 10,000 | D | — | Sep 9, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $6.00 | Feb 8, 2018 | D | 24,000 | D | — | Dec 16, 2023 | Common Stock | 24,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $6.76 | Feb 8, 2018 | D | 15,000 | D | — | Mar 9, 2026 | Common Stock | 15,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $5.75 | Feb 8, 2018 | D | 15,000 | D | — | Jun 12, 2026 | Common Stock | 15,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $8.35 | Feb 8, 2018 | D | 20,000 | D | — | Jun 12, 2027 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1In connection with the acquisition of the Issuer by Roche Holdings, Inc. ("Parent") on February 8, 2018, and pursuant to the terms of the Agreement and Plan of Merger by and among the Issuer, Parent and Abingdon Acquisition Corp. ("Merger Sub") dated December 21, 2017, Merger Sub acquired all of the issued and outstanding shares of Common Stock (the "Shares") for a purchase price of $27.00 per Share (the "Merger").
- F2The Reporting Person is the Managing Member of Reneo GP, LLC, which is the General Partner of Reneo Capital SPV I LP, and as such the Reporting Person and Reneo GP, LLC have the power to vote or dispose of the securities held of record by the Reporting Person and may be deemed to beneficially own those securities. The Reporting Person disclaims beneficial ownership of the securities held of record by Reneo Capital SPV I LP except to the extent of his pecuniary interest therein.
- F3In connection with the Merger described in footnote (1), this option became fully vested and was automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (1) the number of shares of Common Stock of the Issuer underlying such option multiplied by (2) the excess, if any, of $27.00 over the exercise price per share of such option.