SEC Form 4 · accession 0001127602-19-004925
GILEAD SCIENCES, INC. · GILD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John G McHutchison
Officer — Chief Scientific Off/HeadR&D
Period of report
Feb 6, 2019
Accepted (ET)
Feb 8, 2019 · 7:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000882095
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4 | Feb 6, 2019 | A | 8,323 | $0.00 | A | 35,177 | D | |
| Common StockF5 | Feb 6, 2019 | A | 7,104 | $0.00 | A | 42,281 | D | |
| Common Stock | Feb 6, 2019 | F | 4,453 | $68.75 | D | 37,828 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F1 | $68.75 | Feb 6, 2019 | A | 67,310 | A | — | Feb 6, 2029 | Common Stock | 67,310 | 67,310 | D |
| Restricted Stock UnitF2,F3 | — | Feb 6, 2019 | A | 14,550 | A | — | — | Common Stock | 14,550 | 16,015 | D |
Explanation of responses
- F1The options have a four year vesting schedule. 25% of the options will vest on the first anniversary date of the grant. The balance will vest 6.25% quarterly thereafter until fully vested.
- F2Each restricted stock unit represents the contingent right to receive one share of Gilead Sciences, Inc.'s common stock.
- F3The restricted stock units have a four year vesting schedule. 25% vest on the anniversary of the date of grant until fully vested.
- F4Represents shares of the Issuer's common stock subject to specific tranches of the performance share awards made to the Reporting Person on February 1, 2016, and February 16, 2017. Such tranches of shares were subject to both performance-vesting and service-vesting requirements. The performance vesting requirement was satisfied on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of the Issuer's Board of Directors. However, the shares will not be issued to the Reporting Person until the requisite continuing service requirements are also met.
- F5Represents shares of the Issuer's common stock subject to specific tranches of the performance share award made to the Reporting Person on February 1, 2016. Such tranches of shares were subject to performance-vesting and service-vesting requirements and became issuable on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of the Issuer's Board of Directors.