SEC Form 4 · accession 0001209191-17-026601
Axovant Sciences Ltd. · AXON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hung
Officer — Principal Executive Officer · Director
Period of report
Apr 7, 2017
Accepted (ET)
Apr 11, 2017 · 5:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636050
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1 | $15.13 | Apr 7, 2017 | A | 2,000,000 | A | — | Apr 7, 2027 | Common Shares | 2,000,000 | 2,000,000 | D |
| Employee Stock Option (Right to Buy)F2,F3 | $15.13 | Apr 7, 2017 | A | 2,000,000 | A | — | Apr 7, 2027 | Common Shares | 2,000,000 | 2,000,000 | D |
Explanation of responses
- F1This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the common shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date. Vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason.
- F2This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date, but only if the 30-consecutive day volume-weighted average closing price of the Issuer's common shares equals or exceeds $100.00 per common share at any point during the 10-year term of the option.
- F3In the event that specified results from a clinical trial being conducted by the Issuer are not met by December 31, 2017, then the $100.00 per common share price referred to in footnote (2) will be reduced to $15.00 per common share. Subject to the achievement of the volume-weighted average closing price condition described herein, vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason.