SEC Form 4 · accession 0001104659-17-041905
Nabriva Therapeutics Legacy plc · NBRV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chau Quang Khuong
Director · 10% Owner
Period of report
Jun 23, 2017
Accepted (ET)
Jun 27, 2017 · 9:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001703287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF2,F3 | Jun 23, 2017 | J | 1,677,940 | $0.00 | A | 1,677,940 | I | See footnotes |
| Ordinary SharesF3,F4 | Jun 23, 2017 | J | 2,241,660 | $0.00 | A | 2,241,660 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF5,F6 | — | Jun 23, 2017 | J | 10,100 | A | — | Aug 25, 2026 | Ordinary Shares | 10,100 | 10,100 | D |
Explanation of responses
- F1Reflects the beneficial ownership of the reporting person following the succession pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended, of Nabriva Therapeutics plc to Nabriva Therapeutics AG. The succession occurred following the conclusion, on June 23, 2017, of a tender offer related to the exchange of American depositary shares and common shares of Nabriva Therapeutics AG for ordinary shares of Nabriva Therapeutics plc.
- F2These shares are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Advisors LLC ("Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital GP V LLC ("GP V"), which is the sole general partner of OPI V, which is the majority member of OrbiMed Private Investments V Cooperatief U.A. ("OPI V Cooperatief"), which is the sole shareholder of OrbiMed Private Investments V-NB B.V. ("OPI V- NB"). OPI V and OPI V-NB hold ADSs and Common Shares, respectively, as described herein. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.
- F3The Reporting Person, an employee of Advisors, has been designated by Advisors to serve on the issuer's board of directors and disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") except to the extent of his pecuniary interest therein, if any. This report on Form 3 shall not be deemed any admission that any such entity or person, including the Reporting Person, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purpose.
- F4These shares are held of record by OPI V-NB.
- F5The exercise price is 6.634 Euro.
- F6This option was granted on August 26, 2016. Vesting began on August 31, 2016 and ends on August 31, 2017. One hundred percent (100%) of the option will vest on August 31, 2017.