SEC Form 4 · accession 0001572426-17-000032

Nexvet Biopharma plc · NVET

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

Reporting owner

Damian T. Lismore

Officer — Chief Financial Officer

Period of report

Jul 31, 2017

Accepted (ET)

Aug 2, 2017 · 9:36 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	D/I	Nature of ownership
Ordinary Shares^F1	Jul 31, 2017	D	67,750	$6.72	D	D
Ordinary Shares^F1	Jul 31, 2017	D	21,239	$6.72	D	I	By spouse
Ordinary Shares^F1,F2	Jul 31, 2017	D	18,724	$6.72	D	I	Glenariff Superannuation Pty Ltd <Glenariff Super Fund A/C>

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Share Units^F3	$0.125	Jul 31, 2017	D	27,500	D	—	Jul 1, 2020	Ordinary Shares	27,500	D
Restricted Share Units^F4	$0.125	Jul 31, 2017	D	48,750	D	—	Jul 1, 2021	Ordinary Shares	48,750	D
Option to Purchase Shares^F5	$15.00	Jul 31, 2017	D	100,000	D	—	May 18, 2020	Ordinary Shares	100,000	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.
F2The reporting person and his spouse share voting and dispositive power with respect to these reported securities.
F3This restricted share unit, which would have vested and become convertible as to 13,750 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 $181,362.50. 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 16,250 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 $321,506.25. 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 70,000 shares and would have vested as to 5,000 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.