SEC Form 4 · accession 0000899243-18-017728
ARMO BioSciences, Inc. · ARMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Leveque
Officer — Chief Medical Officer
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
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1,F2,F3 | $6.9698 | Jun 22, 2018 | D | 288,789 | D | — | Dec 12, 2027 | Common Stock | 288,789 | 0 | 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 provided for vesting in forty-eight equal monthly installments following September 30, 2017, subject to a one-year cliff, 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.