SEC Form 4 · accession 0001123292-17-001160
GENVEC INC · GNVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas J Swirsky
Officer — President and CEO · Director
Period of report
Jun 16, 2017
Accepted (ET)
Jun 20, 2017 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000934473
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 16, 2017 | M | 25,000 | $5.60 | A | 50,250 | D | |
| Common Stock | Jun 16, 2016 | F | 20,930 | $7.19 | D | 29,320 | D | |
| Common StockF2,F3,F4 | Jun 16, 2017 | D | 29,320 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F5 | $5.60 | Jun 16, 2017 | M | 25,000 | D | Jun 16, 2017 | Jun 16, 2017 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Withholding of Common Stock to pay exercise price and to satisfy tax withholding obligations.
- F2The shares of Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated January 24, 2017, among the Issuer, Intrexon Corporation ("Intrexon") and Intrexon GV Holding, Inc. (the "Merger Agreement") in exchange for (i) 8,708 shares of Intrexon common stock having a market value of $198,717 as of the close of trading on the date immediately prior to the effective date of the merger, and cash in lieu of fractional shares of Intrexon common stock, plus (ii) one contingent payment right (the "Merger Consideration").
- F3[footnote 2 continued] Each contingent payment right entitles the holder thereof to an amount equal to half of certain payments actually received by the registrant or its successor or any of their affiliates from or on behalf of Novartis Institutes for BioMedical Research, Inc. ("Novartis") under the Research Collaboration and License Agreement, dated January 13, 2010, as amended, between the registrant and Novartis, on account of milestone payments or royalties due in relation to the period ending June 16, 2019, divided by the number of shares of the regisrant's common stock having rights to the Merger Consideration, subject to any withholding of taxes required by applicable law.
- F4Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
- F5Pursuant to the Merger Agreement, the vesting date of unvested stock options accelerated to vest and become exercisable as of the closing of the merger.