Statement of Changes in Beneficial Ownership (4)
28 August 2015 - 8:34AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
COOPER GRAHAM K
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2. Issuer Name
and
Ticker or Trading Symbol
Receptos, Inc.
[
RCPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O RECEPTOS, INC., 3033 SCIENCE PARK ROAD, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/27/2015
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/27/2015
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D
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10500
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$5.10
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8/27/2015
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D
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96665
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(2)
(3)
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2/14/2023
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Common Stock
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96665
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$226.90
(2)
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0
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D
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Employee Stock Option (right to buy)
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$18.77
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8/27/2015
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D
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50000
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(2)
(4)
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7/16/2023
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Common Stock
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50000
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$213.23
(2)
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0
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D
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Employee Stock Option (right to buy)
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$41.51
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8/27/2015
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D
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36945
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(2)
(5)
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4/2/2024
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Common Stock
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36945
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$190.49
(2)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 14, 2015, by and among Receptos, Inc., a Delaware corporation (the "Company"), Celgene Corporation, a Delaware corporation ("Parent"), and Strix Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, the reporting person disposed of (i) 10,500 shares of the Company's common stock in the merger in exchange for $232.00 per share in cash (the "Offer Price") which number represents unvested time-based restricted stock units and (ii) 10,500 unvested performance-based restricted stock units, each of which was cancelled in exchange for the Offer Price.
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(
2)
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Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
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(
3)
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The original vesting term of the option was as follows: (i) 106,666 shares vested (a) 25% on the one-year anniversary of February 7, 2013 and (b) 1/48th of the shares each month thereafter and (ii) 40,000 shares vested (x) 25% upon achievement of a milestone event consisting of dosing of the first patient in the Company's first pivotal study for a product candidate (with any Phase 3 clinical study satisfying this requirement) and (y) 1/48th of the shares each month thereafter.
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(
4)
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The original vesting term of the option was as follows: 25% of the shares vested on July 17, 2014 and 1/48th of the shares vested monthly thereafter.
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(
5)
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The original vesting term of the option was as follows: 25% of the shares vested on April 3, 2015 and 1/48th of the shares vested monthly thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COOPER GRAHAM K
C/O RECEPTOS, INC.
3033 SCIENCE PARK ROAD, SUITE 300
SAN DIEGO, CA 92121
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Chief Financial Officer
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Signatures
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/s/ Graham K. Cooper, by Christian Waage, Attorney-in-Fact
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8/27/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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