SEC Form 4 · accession 0001572426-17-000020
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geraldine T Farrell
Officer — VP Operations, General Counsel
Period of report
Jul 31, 2017
Accepted (ET)
Aug 2, 2017 · 9:22 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 SharesF1 | Jul 31, 2017 | D | 18,980 | $6.72 | D | 0 | D | |
| Ordinary SharesF1,F2 | Jul 31, 2017 | D | 33,180 | $6.72 | D | 0 | I | Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C> |
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 | $0.125 | Jul 31, 2017 | D | 30,000 | D | Jul 1, 2017 | Jul 1, 2021 | Ordinary Shares | 30,000 | 0 | D |
| Restricted Share UnitsF4 | $0.125 | Jul 1, 2017 | D | 4,678 | D | — | Jul 1, 2020 | Ordinary Shares | 4,678 | 0 | D |
| Option to Purchase SharesF5 | $15.00 | Jul 31, 2017 | D | 20,000 | D | — | May 18, 2020 | Ordinary Shares | 20,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to a transaction agreement between the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired the Issuer (the "Acquisition")
- F2The reporting person and her spouse have shared voting and dispositive power with respect to these reported securities.
- F3This restricted share unit, which would have vested and become convertible as to 10,000 shares on each of 7/1/18, 7/1/19 and 7/1/20, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $197,850. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit.
- F4This restricted share unit, which would have vested and become convertible as to 2,339 shares on each of 7/1/18 and 7/1/19, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $30,851.41. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit.
- F5This option, which was vested as to 14,000 shares and would have vested as to 1,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18 and 12/31/18, was cancelled in the Acquisition in exchange for no cash payment because the $15.00 exercise price per share exceeded the $6.72 consideration per share payable in connection with in the Acquisition.