SEC Form 4 · accession 0001140361-18-031061

Tricida, Inc. · TCDA

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

Reporting owner

David P Bonita

Director · 10% Owner

Period of report

Jul 2, 2018

Accepted (ET)

Jul 2, 2018 · 9:08 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001595585

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 2, 2018	C	1,559,716	—	A	1,559,716	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2	Jul 2, 2018	C	4,300,774	—	A	5,860,490	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2	Jul 2, 2018	C	3,591,194	—	A	9,451,684	I	By OrbiMed Private Investments V, LP
Common Stock^F1,F2	Jul 2, 2018	C	1,069,175	—	A	10,520,859	I	By OrbiMed Private Investments V, LP
Common Stock^F2	Jul 2, 2018	P	368,421	$19.00	A	10,889,280	I	By OrbiMed Private Investments V, LP
Common Stock^F3	Jul 2, 2018	A	3,632	$0.00	A	3,632	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F1,F2	—	Jul 2, 2018	C	6,207,674	D	—	—	Common Stock	1,559,716	0	I
Series B Convertible Preferred Stock^F1,F2	—	Jul 2, 2018	C	17,117,085	D	—	—	Common Stock	4,300,774	0	I
Series C Convertible Preferred Stock^F1,F2	—	Jul 2, 2018	C	14,292,958	D	—	—	Common Stock	3,591,194	0	I
Series D Convertible Preferred Stock^F1,F2	—	Jul 2, 2018	C	4,255,319	D	—	—	Common Stock	1,069,175	0	I
Stock Option (right to buy)^F4	$19.00	Jul 2, 2018	A	13,147	A	—	Jun 27, 2028	Common Stock	13,147	13,147	D

Explanation of responses

F1Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock was convertible at any time at the option of the holder into Common Stock at a rate of 1/3.98, for no additional consideration, and had no expiration date. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock, at a rate of 1/3.98 and for no additional consideration, upon closing of the Issuer's initial public offering of its Common Stock.
F2These shares are held directly by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("OrbiMed GP") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed GP. The Reporting Person is an employee of OrbiMed Advisors. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F3Represents restricted stock units ("RSUs") that, subject to the Issuer's initial public offering ("IPO") closing on or before July 16, 2018, vest on the earlier of (i) the one-year anniversary of June 27, 2018 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock.
F4Subject to the Reporting Person's continuous service to the Issuer as a non-employee director through each vesting date, and subject to the Issuer's IPO closing on or before July 16, 2018, this option vests ratably on a monthly basis, on the monthly anniversary of June 27, 2018 ("Option Date"), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date ("Vesting Date"); provided, however, if the Next Annual Meeting occurs prior to the Vesting Date, then the option shall vest in full immediately prior to the Next Annual Meeting.