SEC Form 4 · accession 0001572426-17-000028
Nexvet Biopharma plc · NVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jurgen Horn
Officer — Chief Product Development Ofcr
Period of report
Jul 31, 2017
Accepted (ET)
Aug 2, 2017 · 9:32 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 | 15,750 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase Ordinary SharesF2 | $5.10 | Jul 31, 2017 | D | 60,000 | D | — | Aug 26, 2022 | Ordinary Shares | 60,000 | 0 | D |
| Restricted Share UnitsF3 | $0.125 | Jul 31, 2017 | D | 47,250 | D | — | Jul 1, 2021 | Ordinary Shares | 47,250 | 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")
- F2This option to purchase Ordinary Shares, which would have vested as to 12,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18, 12/31/18, 3/31/19 and 6/30/19, was cancelled in the Acquisition in exchange for a cash payment equal to $97,200. This amount represents the difference between such exercise price per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on exercise of the option.
- F3This restricted share unit, which would have vested and become convertible as to 15,750 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 $311,613.75. 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.