SEC Form 4 · accession 0001209191-18-008211
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 5, 2018
Accepted (ET)
Feb 7, 2018 · 6:06 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 5, 2018 | S | 3,125 | $83.0787 | D | 339,482 | D | |
| Common StockF4 | Feb 5, 2018 | S | 2,858 | $83.465 | D | 342,874 | D | |
| Common Stock | Feb 6, 2018 | M | 100,000 | $5.76 | A | 442,874 | D | |
| Common StockF6 | Feb 6, 2018 | S | 100,000 | $80.0662 | D | 342,874 | D | |
| Common Stock | Feb 6, 2018 | F | 4,091 | $82.48 | D | 347,033 | 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 OptionF8 | $5.76 | Feb 6, 2018 | M | 100,000 | D | — | Aug 25, 2021 | Common Stock | 100,000 | 126,832 | D |
| Stock OptionF9 | $81.49 | Feb 5, 2018 | A | 104,200 | A | — | Feb 5, 2028 | Common Stock | 104,200 | 104,200 | D |
| Restricted Stock UnitF10,F11 | — | Feb 5, 2018 | A | 18,400 | A | — | — | Common Stock | 18,400 | 18,400 | D |
| Restricted Stock UnitF10,F12 | — | Feb 5, 2018 | A | 18,400 | A | — | Mar 15, 2021 | Common Stock | 18,400 | 18,400 | D |
Explanation of responses
- F1Sale of 3,125 shares of common stock issued upon vesting of 6,250 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (3,125) 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 2 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.
- F10Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock.
- F11The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 5, 2019, February 5, 2020, February 5, 2021, and February 5, 2022.
- F12A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.20 to $84.59. 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.
- F3Sale of 2,858 shares of common stock issued upon vesting of 5,750 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (2,892) 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 2 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.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.59. 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.
- F5The 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 2 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.
- F6Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.44. 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.
- F7Payment of tax liability by withholding 4,091 shares of Common Stock incident to the vesting of a security issued in accordance with Rule 16b-3, with the balance of the shares (4,159) maintained by the Reporting Person.
- F8Represents option of which 1/4th of the shares underlying the option becomes vested and exercisable on August 25, 2011 and an additional 1/48th of the shares underlying the option becomes vested and exercisable each month thereafter.
- F9Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable March 5, 2018 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter.