SEC Form 4 · accession 0000899243-18-017727

ARMO BioSciences, Inc. · ARMO

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

Reporting owner

Peter Van Vlasselaer

Officer — President and CEO · Director

Period of report

Jun 22, 2018

Accepted (ET)

Jun 22, 2018 · 5:18 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001693664

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 22, 2018	U	809,865	$50.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2,F3	$1.3186	Jun 22, 2018	D	190,641	D	—	Jul 20, 2024	Common Stock	190,641	D
Stock Option (right to buy)^F2,F4	$1.3186	Jun 22, 2018	D	220,513	D	—	Jul 20, 2024	Common Stock	220,513	D
Stock Option (right to buy)^F2,F5	$3.2965	Jun 22, 2018	D	398,206	D	—	Jan 19, 2026	Common Stock	398,206	D
Stock Option (right to buy)^F2,F6	$6.9698	Jun 22, 2018	D	216,168	D	—	Dec 12, 2027	Common Stock	216,168	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2018, by and among the Issuer, Eli Lilly and Company ("Parent") and Bluegill Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $50.00 per share (the "Offer Price"), net to the seller in cash, without interest and less any applicable tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at one minute after 11:59 pm Eastern Time on June 21, 2018, Merger Sub accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share.
F2Pursuant to the Merger Agreement, each outstanding option to purchase shares of the Issuer's common stock, whether or not exercisable or vested, was cancelled and the holder thereof became entitled to receive an amount in cash determined by multiplying (A) the excess, if any, of $50.00 over the exercise price per share of the common stock underlying such stock option by (B) the number of shares of common stock subject to such stock option.
F3This option, which is fully vested, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
F4This option, which provided for vesting in forty-eight equal monthly installments following February 17, 2015, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
F5This option, which provided for vesting in forty-eight equal monthly installments following November 5, 2015, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.
F6This option, which provided for vesting in forty-eight equal monthly installments following December 13, 2017, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.