Statement of Changes in Beneficial Ownership (4)
28 August 2015 - 8:39AM
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
*
Torres S. Edward
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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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)
8/25/2015
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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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8/25/2015
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U
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665561
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D
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(1)
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0
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I
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See footnote
(2)
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Common Stock
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8/27/2015
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D
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7400
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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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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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18800
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(3)
(4)
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7/16/2023
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Common Stock
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18800
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$213.23
(3)
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0
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D
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Stock Option (right to buy)
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$27.44
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8/27/2015
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D
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9400
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(3)
(5)
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6/2/2024
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Common Stock
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9400
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$204.56
(3)
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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, (i) 665,561 shares of the Company's common stock held indirectly by the reporting person as described in footnote (2) were disposed of in the Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 7,400 unvested time-based restricted stock units held directly by the reporting person were disposed of in the merger, each in exchange for the Offer Price.
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(
2)
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These shares were owned directly by Lilly Ventures Fund I, LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. S. Edward Torres is a non-managing member of the Fund and may be deemed to beneficially own the shares. Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.
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(
3)
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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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(
4)
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The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on May 9, 2013.
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(
5)
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The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014.
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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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Torres S. Edward
C/O RECEPTOS, INC.
3033 SCIENCE PARK ROAD, SUITE 300
SAN DIEGO, CA 92121
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X
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Signatures
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/s/ S. Edward Torres, 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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