0001104659-18-074359.txt : 20181221 0001104659-18-074359.hdr.sgml : 20181221 20181221125421 ACCESSION NUMBER: 0001104659-18-074359 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Machado Patrick CENTRAL INDEX KEY: 0001311210 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35050 FILM NUMBER: 181248612 MAIL ADDRESS: STREET 1: 201 SPEAR STREET, 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER NAME: FORMER CONFORMED NAME: Machado Clarence Patrick DATE OF NAME CHANGE: 20041210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENDOCYTE INC CENTRAL INDEX KEY: 0001235007 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3000 KENT AVE STE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 7654637175 MAIL ADDRESS: STREET 1: 3000 KENT AVE STE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 4 1 a4.xml 4 X0306 4 2018-12-21 1 0001235007 ENDOCYTE INC ECYT 0001311210 Machado Patrick 3000 KENT AVE., SUITE A1-100 WEST LAFAYETTE IN 47906 1 0 0 0 Common Stock 2018-12-21 4 D 0 1250 24.00 D 0 D Common Stock 2018-12-21 4 D 0 2500 24.00 D 0 D Common Stock 2018-12-21 4 D 0 3300 24.00 D 0 D Stock Option (right to buy) 4.20 2018-12-21 4 D 0 22500 19.80 D 2028-02-27 Common Stock 22500 0 D Stock Option (right to buy) 10.81 2018-12-21 4 D 0 19500 13.19 D 2028-05-03 Common Stock 19500 0 D Pursuant to the Agreement and Plan of Merger, dated as of October 17, 2018 (the "Merger Agreement"), by and among Endocyte, Inc. (the "Company"), Novartis AG ("Novartis") and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on December 21, 2018, each share of Company common stock was converted into the right to receive an amount in cash equal to $24.00, without interest and less any applicable withholding taxes. This restricted stock unit ("RSU") award provided for vesting and settlement 1/3 on the business day before each of the Company's three annual stockholder meetings following February 27, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This RSU award provided for vesting and settlement 100% on the business day prior to the Company's annual stockholder meeting following May 3, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This Company stock option was scheduled to vest 1/3 on the business day before each of the Company's three annual stockholder meetings following February 27, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. This Company stock option was scheduled to vest 100% on the business day prior to the Company's annual stockholder meeting following May 3, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. /s/ Beth A. Taylor, Attorney-in-Fact for Patrick Machado (power of attorney previously filed) 2018-12-21