0001400482-17-000037.txt : 20170404 0001400482-17-000037.hdr.sgml : 20170404 20170404203910 ACCESSION NUMBER: 0001400482-17-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170401 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KUBOTA PHARMACEUTICAL HOLDINGS CO LTD CENTRAL INDEX KEY: 0001400482 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981295657 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4-20-3 EBISU STREET 2: SHIBUYA-KU CITY: TOKYO STATE: M0 ZIP: 150-0013 BUSINESS PHONE: 81 3 5789-5872 MAIL ADDRESS: STREET 1: 4-20-3 EBISU STREET 2: SHIBUYA-KU CITY: TOKYO STATE: M0 ZIP: 150-0013 FORMER COMPANY: FORMER CONFORMED NAME: ACUCELA INC. DATE OF NAME CHANGE: 20131217 FORMER COMPANY: FORMER CONFORMED NAME: Acucela Inc DATE OF NAME CHANGE: 20070523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEBHART JOHN E CENTRAL INDEX KEY: 0001641342 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55133 FILM NUMBER: 17740811 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE, SUITE 4200 CITY: SEATTLE STATE: WA ZIP: 98101 4 1 wf-form4_149135273617248.xml FORM 4 X0306 4 2017-04-01 0 0001400482 KUBOTA PHARMACEUTICAL HOLDINGS CO LTD M?????? 0001641342 GEBHART JOHN E C/O ACUCELA INC. 1301 SECOND AVE., SUITE 4200 SEATTLE WA 98101 0 1 0 0 Chief Financial Officer Common Stock 2017-04-01 4 M 0 7472 A 35803 D Common Stock 2017-04-04 4 S 0 3400 6.75 D 32403 D Share Acquisition Right (right to buy) 2017-04-01 4 M 0 7472 0 D 2019-06-01 Common Stock 7472.0 186819 D On November 30, 2016, the issuer completed its change in place of incorporation, pursuant to which Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation ("Kubota Holdings"), became the publicly traded parent company of the Kubota group of companies. Each issued and outstanding share of common stock of Acucela Inc., a Washington corporation ("Acucela US"), was cancelled and converted into one share of common stock of Kubota Holdings. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, Kubota Holdings is the successor issuer to Acucela US. Each outstanding restricted stock unit was converted into a stock acquisition right to acquire one share of Kubota Holdings common stock for one yen per share. Kubota Holdings' common stock trades on the Tokyo Stock Exchange under the code 4596. Each stock acquisition right is exercisable for one share of Kubota Holdings common stock at an exercise price of one yen per share. Pursuant to the terms of the stock acquisition right, on the vesting date the vested shares were automatically acquired by Kubota Holdings for no consideration. The sale reported on this Form 4 was effected pursuant to a non-discretionary, Issuer-mandated sell-to-cover arrangement, in order to cover tax withholding incident to the automatic acquisition of the vested portion of the stock acquisition right on the transaction date. In connection with Kubota Holdings' change in place of incorporation, the reporting person's Prior Award (defined below) was cancelled, and in exchange therefor, Kubota Holdings issued the reporting person stock acquisition rights to purchase shares of Kubota Holdings' common stock (the "Substitute Award"). On May 1, 2015, the reporting person was granted 358,692 restricted stock units (the "Prior Award") by Acucela US, with a four year vesting period, with twenty-five percent (25%) of the Prior Award vesting on 5/1/2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% is vested on 5/1/2019, subject to the reporting person's provision of services to the issuer on each vesting date. The foregoing vesting schedule applies to the Substitute Award. /s/ John Gebhart 2017-04-04