0001140361-16-078629.txt : 20160902 0001140361-16-078629.hdr.sgml : 20160902 20160902123753 ACCESSION NUMBER: 0001140361-16-078629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160901 FILED AS OF DATE: 20160902 DATE AS OF CHANGE: 20160902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Relypsa Inc CENTRAL INDEX KEY: 0001416792 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260893742 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CARDINAL WAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-421-9500 MAIL ADDRESS: STREET 1: 100 CARDINAL WAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schuetz Thomas J. CENTRAL INDEX KEY: 0001591464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 161867860 MAIL ADDRESS: STREET 1: C/O RELYPSA, INC. STREET 2: 700 SAGINAW DR. CITY: REDWOOD CITY STATE: CA ZIP: 94063 4 1 doc1.xml FORM 4 X0306 4 2016-09-01 1 0001416792 Relypsa Inc RLYP 0001591464 Schuetz Thomas J. C/O RELYPSA, INC. 100 CARDINAL WAY REDWOOD CITY CA 94063 1 0 0 0 Common Stock 2016-09-01 4 U 0 33962 32.00 D 2250 D Common Stock 2016-09-01 4 D 0 2250 32.00 D 0 D Stock Option (Right to Buy) 4.65 2016-09-01 4 D 0 6976 D 2020-09-28 Common Stock 6976 0 D Stock Option (Right to Buy) 4.65 2016-09-01 4 D 0 581 D 2020-11-29 Common Stock 581 0 D Stock Option (Right to Buy) 4.65 2016-09-01 4 D 0 1744 D 2021-03-30 Common Stock 1744 0 D Stock Option (Right to Buy) 4.65 2016-09-01 4 D 0 872 D 2021-06-08 Common Stock 872 0 D Stock Option (Right to Buy) 3.96 2016-09-01 4 D 0 15697 D 2021-09-13 Common Stock 15697 0 D Stock Option (Right to Buy) 3.96 2016-09-01 4 D 0 9011 D 2022-09-27 Common Stock 9011 0 D Stock Option (Right to Buy) 7.40 2016-09-01 4 D 0 10140 D 2023-07-23 Common Stock 10140 0 D Stock Option (Right to Buy) 23.96 2016-09-01 4 D 0 3828 D 2024-06-18 Common Stock 3828 0 D Stock Option (Right to Buy) 35.79 2016-09-01 4 D 0 4500 D 2025-06-03 Common Stock 4500 0 D Stock Option (Right to Buy) 17.00 2016-09-01 4 D 0 4500 D 2026-06-20 Common Stock 4500 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, on September 1, 2016, shares disposed of in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price. Pursuant to the terms of the Merger Agreement, on September 1, 2016, the stock option was cancelled and no cash payment was made as the exercise price exceeded $32.00 per share. /s/ Ronald A. Krasnow, as Attorney-in-Fact for Thomas J. Schuetz 2016-09-02