Item 1.
|
Summary Term Sheet.
|
The information set forth under
Summary Term SheetOverview
and
Summary Term SheetQuestions and Answers
in the
Offer to Exchange Eligible Options for New Options dated July 1, 2019 (the
Exchange Offer
), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2.
|
Subject Company Information.
|
(a)
Name and Address
.
Five Prime Therapeutics, Inc.,
a Delaware corporation (the
Company
), is the issuer of the securities subject to the Exchange Offer. The Companys principal executive offices are located at 111 Oyster Point Boulevard, South San Francisco, California
94080, and the telephone number of its principal executive offices is (415)
365-5600.
(b)
Securities
.
This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain employee optionholders, subject to specified conditions, to
exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share (the
Common Stock
), for new options to purchase shares of the Companys Common Stock. The Companys
named executive officers, as disclosed in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2019, and members of the Companys board of directors will not be eligible to
participate in this offer.
An option will be eligible for exchange (an
Eligible Option
) if it was granted under the
Companys 2013 Omnibus Incentive Plan or 2010 Equity Incentive Plan on or prior to June 6, 2018 and has an exercise price equal to or greater than $18.00 per share. As of June 24, 2019, Eligible Options to purchase 510,932 shares of
Common Stock were outstanding.
Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant
new options (each, a
New Option
) following the Expiration Time (as defined in the Exchange Offer) for a reduced number of shares of Common Stock and subject to the terms and conditions described in the Exchange Offer and in
the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).
The information set forth in the Exchange Offer under
Summary Term SheetOverview
and
Summary Term SheetQuestions and Answers
and the information set forth under Section 1 (
Eligible Holders; Eligible Options; the Proposed Exchange;
Expiration and Extension of the Exchange Offer
), Section 5 (
Acceptance of Eligible Options for Exchange; Grant of New Options
) and Section 7 (
Price Range of Our Common Stock
) of the Offering
Memorandum for the Exchange Offer contained in the Exchange Offer (the
Offering Memorandum
) are incorporated herein by reference.
(c)
Trading Market and Price
.
The information set
forth under Section 7 (
Price Range of Our Common Stock
) of the Offering Memorandum is incorporated herein by reference.
Item 3.
|
Identity and Background of Filing Person.
|
(a)
Name and Address
.
The Company is both the filing
person and the subject company. The information set forth under Item 2(a) above and under Section 9 (
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities
) of the Offering
Memorandum are incorporated herein by reference.
The address of each executive officer and director of the Company is:
Five Prime Therapeutics, Inc.
111 Oyster Point Boulevard
South San Francisco, California 94080