0000899243-15-004146.txt : 20150827 0000899243-15-004146.hdr.sgml : 20150827 20150827182319 ACCESSION NUMBER: 0000899243-15-004146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150827 FILED AS OF DATE: 20150827 DATE AS OF CHANGE: 20150827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Receptos, Inc. CENTRAL INDEX KEY: 0001463729 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 264190792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK ROAD STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-652-5700 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK ROAD STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Receptos, Inc. (f.k.a. Receptor Pharmaceuticals Inc.) DATE OF NAME CHANGE: 20090522 FORMER COMPANY: FORMER CONFORMED NAME: Receptor Pharmaceuticals Inc. DATE OF NAME CHANGE: 20090507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Szela Mary T CENTRAL INDEX KEY: 0001410289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35900 FILM NUMBER: 151079715 MAIL ADDRESS: STREET 1: 10835 ROAD TO THE CURE STREET 2: SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-27 1 0001463729 Receptos, Inc. RCPT 0001410289 Szela Mary T C/O RECEPTOS, INC. 3033 SCIENCE PARK ROAD, SUITE 300 SAN DIEGO CA 92121 1 0 0 0 Common Stock 2015-08-27 4 D 0 7400 D 0 D Stock Option (right to buy) 39.48 2015-08-27 4 D 0 18800 192.52 D 2024-07-27 Common Stock 18800 0 D 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, the reporting person disposed of 7,400 unvested time-based restricted stock units in exchange for $232.00 per share in cash (the "Offer Price"). 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. The original vesting term of the option was as follows: the option vested in 36 equal monthly installments commencing on July 28, 2014. /s/ Mary T. Szela, by Christian Waage, Attorney-in-Fact 2015-08-27