SEC Form 4 · accession 0001104659-16-160104
NOVELION THERAPEUTICS INC. · NVLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Harshbarger
Officer — General Counsel and Secretary
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 4:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000827809
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, without par valueF1 | Nov 29, 2016 | A | 1,747 | — | A | 1,747 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | — | Nov 29, 2016 | A | 3,366 | A | — | — | Common Shares | 3,366 | 3,366 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Nov 29, 2016 | A | 3,589 | A | — | — | Common Shares | 3,589 | 3,589 | D |
| Restricted Stock UnitsF4,F2,F6 | — | Nov 29, 2016 | A | 1,777 | A | — | — | Common Shares | 1,777 | 1,777 | D |
| Restricted Stock UnitsF4,F2,F7 | — | Nov 29, 2016 | A | 2,564 | A | — | — | Common Shares | 2,564 | 2,564 | D |
| Restricted Stock UnitsF4,F2,F8 | — | Nov 29, 2016 | A | 5,230 | A | — | — | Common Shares | 5,230 | 5,230 | D |
| Restricted Stock UnitsF4,F2,F9 | — | Nov 29, 2016 | A | 7,486 | A | — | — | Common Shares | 7,486 | 7,486 | D |
Explanation of responses
- F1Received in exchange for 1,704 shares of Aegerion Pharmaceuticals, Inc. ("Aegerion") common stock pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, Aegerion and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective November 29, 2016. On the date prior to the effective time of the merger, the closing price of Aegerion's common stock was $1.87 per share and the closing price of the Issuer's common shares was $1.83 per share.
- F2Each restricted stock unit represents a contingent right to receive one common share of the Issuer.
- F333.34% of the grant vested on September 17, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries, an additional 33.33% of the units will vest on each of September 17, 2017 and September 17, 2018.
- F4Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of Aegerion ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit with respect to a number of common shares of the Issuer ("Issuer RSU") equal to the product obtained by multiplying (i) the total number of shares of common stock of Aegerion subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the exchange ratio of 1.0256. Each Issuer RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.
- F5Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries, the restricted stock units will vest and become exercisable as to 100% of the units on May 15, 2017.
- F633.34% of the grant vested on April 1, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries, an additional 33.33% of the units will vest on each of April 1, 2017 and April 1, 2018.
- F7Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries, the restricted stock units will vest and become exercisable as to 100% of the units on May 15, 2018.
- F8The restricted stock units will vest in three annual installments, with 33.34% of the units vesting on May 9, 2017, 33.33% of the units vesting on May 9, 2018 and 33.33% of the units vesting on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries.
- F9The restricted stock units will vest in three annual installments, with 25% of the units vesting on May 9, 2017, 50% of the units vesting on May 9, 2018 and 25% of the units vesting on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer or any of its subsidiaries.