SEC Form 4 · accession 0001209191-18-047243
NEKTAR THERAPEUTICS · NKTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jillian B. Thomsen
Officer — SVP & Chief Accounting Officer
Period of report
Aug 15, 2018
Accepted (ET)
Aug 16, 2018 · 9:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000906709
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 15, 2018 | A | 10,400 | $0.00 | A | 76,148 | D | |
| Common StockF3,F4,F2 | Aug 16, 2018 | D | 4,883 | $58.40 | D | 71,265 | D |
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,F7 | $56.90 | Aug 15, 2018 | A | 26,250 | A | — | Dec 14, 2025 | Common Stock | 26,250 | 26,250 | D |
Explanation of responses
- F1Represents restricted stock units ("RSUs"), convertible on a one-for-one basis into shares of Common Stock of the Company. These RSUs, at the time of their grant on December 15, 2017, were subject to both performance-based and time-based vesting requirements. On August 15, 2018, the performance-based condition vesting was satisfied. The time-based vesting is on a quarterly pro-rata basis over a period of three (3) years from the date of grant.
- F2This number includes 988 shares held by the reporting person in the Issuer's 401(K) plan and 4,170 shares held by the reporting person in the Issuer's ESPP plan. The acquisition of these shares under both plans is exempt under Rule 16b-3(c).
- F3Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs held by the reporting person. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F4This transaction was executed in multiple trades at prices ranging from $56.37 to $59.72. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and the prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F5These options, at the time of their grant were subject to both performance-based and time-based vesting requirements. On August 15, 2018, the performance-based condition vesting was satisfied. The time-based vesting is on a monthly pro-rata basis over a period of four years from the grant date (December 15, 2017).
- F6These stock options were granted on December 15, 2017 and the performance-based vesting requirement for these stock options was satisfied on August 15, 2018 upon the Compensation Committee's certification of the successful acceptance of the New Drug Application by the FDA for NKTR-181.
- F7This stock option vests on a monthly pro-rata basis over a period of four years from the grant date.