| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/25/2015 | U | 19,632 | D | (1) | 0 | I | See footnotes(2)(3) | ||
| Common Stock | 08/25/2015 | U | 316,908 | D | (1) | 0 | I | See footnotes(4)(5) | ||
| Common Stock | 08/25/2015 | U | 18,346 | D | (1) | 7,400 | D | |||
| Common Stock | 08/27/2015 | D | 7,400 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $18.77 | 08/27/2015 | D | 18,800 | (6)(7) | 07/16/2023 | Common Stock | 18,800 | $213.23(6) | 0 | D | ||||
| Stock Option (right to buy) | $27.44 | 08/27/2015 | D | 9,400 | (6)(8) | 06/02/2024 | Common Stock | 9,400 | $204.56(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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) 336,540 shares of the Company's common stock held indirectly by the reporting person through various entities described in footnotes (2) and (4) were disposed in the Offer (as defined in the Merger Agreement) in exchange for $232.00 per share in cash (the "Offer Price") and (ii) 25,746 shares of the Company's common stock held directly by the reporting person, which number includes 7,400 unvested time-based restricted stock units, were disposed in the Offer and merger, each in exchange for the Offer Price. |
| 2. These shares were owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Each of ARCH Partners VI, ARCH VI LLC, the Managing Directors and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of its, his or her pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC, the Managing Directors or the Reporting Person were the beneficial owners of such securities for Section 16 or any other purpose. |
| 3. Kristina Burow owns an interest in ARCH Partners VI but does not have voting or investment control over the shares held by ARCH Fund VI and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 4. These shares were owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each of ARCH Partners VII, ARCH VII LLC, the Managing Directors and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of its, his or her pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VII, ARCH VII LLC, the Managing Directors or the Reporting Person were the beneficial owners of such securities for Section 16 or any other purpose. |
| 5. Kristina Burow owns an interest in ARCH Partners VII but does not have voting or investment control over the shares held by ARCH Fund VII and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 6. 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. |
| 7. The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on May 9, 2013. |
| 8. The original vesting term of the option was as follows: the option vested in 12 equal monthly installments commencing on June 3, 2014. |
| Remarks: |
| /s/ Kristina Burow | 08/27/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||