SEC Form 4 · accession 0001182489-17-000002
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rajiv A Patel
Director · Other
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 10:57 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Dec 31, 2016 | M | 500 | $0.125 | A | 8,980 | D | |
| Ordinary SharesF4,F5,F6,F7 | holding | — | — | — | 2,648,696 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF3,F1,F2 | — | Dec 31, 2016 | M | 500 | D | — | — | Ordinary Shares | 500 | 5,600 | D |
Explanation of responses
- F1Each Restricted Share Unit ("RSU") is convertible into one ordinary share of the Issuer upon vesting, subject to payment by the holder to the Issuer of the nominal value per share ($0.125).
- F2On December 31, 2016, 500 RSUs held by the reporting person ("Patel") vested and became convertible, and were converted, into 500 ordinary shares.
- F3Of the remaining 5,600 RSUs held by Patel: 2,000 RSUs will vest and become convertible in quarterly installments of 500, beginning March 31, 2017 and ending December 31, 2017; and 3,600 RSUs will vest and become convertible on July 1, 2017.
- F4The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra"), Bushranger Funding, LLC ("Bushranger") and Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs"). All of such securities, and information relating to beneficial ownership thereof, were previously reported on Forms 3 filed on February 4, 2015 and Forms 4 filed on February 11, 2015, September 11, 2015 and February 26, 2016 (collectively, the "Prior Filings") by the Farallon SPVs, Farallon Partners, L.L.C. (the "Farallon General Partner"), Farallon Capital Management, L.L.C. (the "Management Company"), NGP, L.L.C. (the "NSSP General Partner"), Farallon AA GP, L.L.C. (the "FCAAI General Partner"), Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") and the related individuals identified therein as the "Managing Members" and the "Senior Managing Member."
- F5Other than the transactions by Patel reported in this Form 4 and on Forms 4 filed by Patel on April 1, 2016, July 1, 2016, September 7, 2016 and October 4, 2016, since the Prior Filings there have been no transactions in such securities by any such entities or individuals named in the Prior Filings.
- F6Patel, as a managing member of both the Farallon General Partner and the Management Company, and as a manager of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Patel disclaims any beneficial ownership of any of the Issuer's securities reported in this row for purposes of Section 16 of the Securities Exchange Act of 1934 Act, as amended, or otherwise, except to the extent of his pecuniary interest, if any.
- F7Patel, the Farallon SPVs, the Farallon General Partner, the Management Company, the NSSP General Partner, the FCAAI General Partner, the FSSP VI General Partner and each of Managing Members and the Senior Managing Member may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that the foregoing entities and individuals are members of such group.