SEC Form 4 · accession 0001209191-18-008217
NEUROCRINE BIOSCIENCES INC · NBIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Malcolm Lloyd-Smith
Officer — Chief Regulatory Officer
Period of report
Feb 5, 2018
Accepted (ET)
Feb 7, 2018 · 6:07 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 | 960 | $83.1902 | D | 13,982 | D | |
| Common Stock | Feb 6, 2018 | F | 1,314 | $82.48 | D | 15,318 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF4 | $81.49 | Feb 5, 2018 | A | 34,750 | A | — | Feb 5, 2028 | Common Stock | 34,750 | 34,750 | D |
| Restricted Stock UnitF5,F6 | — | Feb 5, 2018 | A | 6,150 | A | — | — | Common Stock | 6,150 | 6,150 | D |
| Restricted Stock UnitF5,F7 | — | Feb 5, 2018 | A | 12,250 | A | — | Mar 15, 2021 | Common Stock | 12,250 | 12,250 | D |
Explanation of responses
- F1Sale of 960 shares of common stock issued upon vesting of 1,925 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (965) 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.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.50. 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.
- F3Payment of tax liability by withholding 1,314 shares of Common Stock incident to the vesting of a security issued in accordance with Rule 16b-3, with the balance of the shares (1,336) maintained by the Reporting Person.
- F4Represents option of which 1/48th of the shares underlying the option becomes vested and exercisable on March 5, 2018 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter.
- F5Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock.
- F6The 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.
- F7A 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.