0001209191-17-056239.txt : 20171005
0001209191-17-056239.hdr.sgml : 20171005
20171005202700
ACCESSION NUMBER: 0001209191-17-056239
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171003
FILED AS OF DATE: 20171005
DATE AS OF CHANGE: 20171005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CLARK IAN T
CENTRAL INDEX KEY: 0001336504
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36508
FILM NUMBER: 171125629
MAIL ADDRESS:
STREET 1: SOLAZYME, INC.
STREET 2: 225 GATEWAY BLVD.
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kite Pharma, Inc.
CENTRAL INDEX KEY: 0001510580
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2225 COLORADO AVENUE
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
BUSINESS PHONE: (310) 824-9999
MAIL ADDRESS:
STREET 1: 2225 COLORADO AVENUE
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-10-03
1
0001510580
Kite Pharma, Inc.
KITE
0001336504
CLARK IAN T
C/O KITE PHARMA, INC.
2225 COLORADO AVENUE
SANTA MONICA
CA
90404
1
0
0
0
Common Stock
2017-10-03
4
U
0
1776
180.00
D
5324
D
Common Stock
2017-10-03
4
D
0
5324
D
0
D
Director Stock Option (Right to Buy)
45.95
2017-10-03
4
D
0
17130
134.05
D
2027-01-03
Common Stock
17130
0
D
Director Stock Option (Right to Buy)
91.21
2017-10-03
4
D
0
8810
88.79
D
2027-06-19
Common Stock
8810
0
D
On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Note 3 below, was validly tendered for $180.00 per share in cash, without interest and subject to any required withholding of taxes.
On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes.
Represents shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit.
The option provided for vesting in 36 equal monthly installments on the last day of each month following the date of grant, January 3, 2017.
This option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the option.
This option provided for vesting in 12 equal monthly installments following June 20, 2017.
/s/ David M. Tanen, Attorney-in-Fact
2017-10-05