SEC Form 4 · accession 0001182489-17-000451
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rajiv A Patel
Director
Period of report
Jul 31, 2017
Accepted (ET)
Aug 2, 2017 · 4:09 pm EDT
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 SharesF3 | Jul 31, 2017 | D | 13,580 | $6.72 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF4,F1,F2 | — | Jul 31, 2017 | D | 1,000 | D | — | — | Ordinary Shares | 1,000 | 0 | 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).
- F2The 1,000 RSUs held by Patel were scheduled to vest and become convertible in quarterly installments of 500 on September 30, 2017 and December 31, 2017. Such RSUs were canceled in the Acquisition, as described below.
- F3Disposed of pursuant to a transaction agreement among the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired all of the issued and to-be-issued ordinary share capital of the Issuer (the "Acquisition").
- F4These RSUs, which were not yet vested, were cancelled in the Acquisition in exchange for a total cash payment equal to $6,595, representing the difference between the conversion payment of $0.125 per RSU and the $6.72 consideration per ordinary share payable in connection with the Acquisition, multiplied by the 1,000 ordinary shares issuable upon the vesting and conversion of such RSUs.
Remarks
Effective July 31, 2017, Patel resigned as a director of the Issuer upon the consummation of the Acquisition.