SEC Form 4 · accession 0001209191-17-008907
NEUROCRINE BIOSCIENCES INC · NBIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Charles Gorman
Officer — Chief Executive Officer · Director
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 7:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 6, 2017 | S | 3,010 | $43.18 | D | 250,542 | D | |
| Common Stock | Feb 8, 2017 | M | 64,161 | $2.59 | A | 314,703 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $43.24 | Feb 6, 2017 | A | 207,400 | A | — | Feb 6, 2027 | Common Stock | 207,400 | 207,400 | D |
| Restricted Stock OptionF4,F5 | — | Feb 6, 2017 | A | 33,400 | A | — | — | Common Stock | 33,400 | 33,400 | D |
| Employee Stock Option (Right to Buy)F6 | $2.59 | Feb 8, 2017 | M | 64,161 | D | — | May 11, 2017 | Common Stock | 64,161 | 21,739 | D |
Explanation of responses
- F1Sale of 3010 shares of common stock issued upon vesting of 5750 restricted stock units to cover withholding taxes with the balance of the shares (2740) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 3 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $42.75 to $43.50. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F3Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 6, 2017 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter.
- F4Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock.
- F5The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 6, 2018, February 6, 2019, February 6, 2020, and February 6, 2021.
- F6Option was granted May 11,2010 and vested in 36 equal monthly installments beginning June 11, 2010.