SEC Form 4 · accession 0001104659-16-160105
NOVELION THERAPEUTICS INC. · NVLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger Louis
Officer — See Remarks
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
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F1,F2 | — | Nov 29, 2016 | A | 8,204 | A | — | — | Common Shares | 8,204 | 8,204 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one common share of the Issuer.
- F2The restricted stock units 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.
- F3Pursuant to the Agreement and Plan of Merger, dated as of June 14, 2016, by and among the Issuer, Aegerion Pharmaceuticals, Inc. ("Aegerion") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into Aegerion, effective on November 29, 2016, 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.
- F4Each 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.
Remarks
Global Chief Compliance Officer