January 23, 2015 |
DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 www.dlapiper.com
Marjorie Sybul Adams marjorie.adams@dlapiper.com T 212.335.4517 F 212.884.8517
OUR FILE NO. 375565-000003 |
Via EDGAR and United Parcel Service
Jeffrey P. Riedler
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549-6010
Re: | Nexvet Biopharma public limited company |
Registration Statement on Form S-1 (File No. 333-201309)
Filed December 30, 2014
CIK No. 0001618561
Dear Mr. Riedler:
This letter is submitted on behalf of Nexvet Biopharma public limited company (together with its subsidiaries, the Company) in response to the oral comments that the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the SEC) provided to Andrew D. Ledbetter via telephone on January 22, 2015 with respect to the letter sent by DLA Piper LLP (US) on behalf of the Company to the Staff on January 19, 2015 (the Letter) in connection with the Registration Statement on Form S-1 filed on December 30, 2014 (File No. 333-201309) (the Registration Statement) and in response to Comment No. 17 in the Staffs letter dated October 1, 2014. The Company intends to file its Amendment No. 1 to its Registration Statement on Form S-1 (Amendment No. 1) in response to the Staffs comments under a separate cover. For reference purposes, the comments provided by the Staff via telephone on January 22, 2015 have been numbered and substantially reproduced herein (in bold italics), with the Companys response below such numbered comment.
Consolidated Financial Statements
13. Valuation of Share Awards, pages F-25 - F-27
1. | You disclose in your supplemental response that the fair value per ordinary share as of June 30, 2014 was $6.35, yet in your disclosure on page F-25 of the S-1, you disclose a value of $5.15. Please revise or advise. |
Company Response: In response to the Staffs comment, the Company will revise the disclosure on page F-25 of Amendment No. 1 as follows (revisions in bold underline):
Year Ended June 30, | Three Months Ended September 30, 2014 |
|||||||||||
2013 | 2014 | |||||||||||
Fair value per ordinary share upon date of grant |
$ | 4.20 | $ | 5.15 | $ | 6.35 |
Mr. Jeffrey P. Riedler
January 23, 2015
Page Two
While the share options granted during the year ended June 30, 2014 had a fair value per underlying ordinary share as of June 30, 2014 of $6.35, the fair value per underlying ordinary share on the date of grant was $5.15. The $5.15 figure on page F-25 represents the fair value per ordinary share underlying the share options granted during the year ended June 30, 2014 on the date such share options were granted, not the fair value of the underlying ordinary shares as of June 30, 2014.
2. | Please clarify whether the new share option and restricted share units granted on September 18, 2014 are included in the tables on pages F-25 and F-26, and please tell us how you calculated the weighted average price of $5.70 for the option shares granted during the period between June 30, 2014 and September 30, 2014. In this regard, you indicate on page 3 of your response that 145,069 replacement share options were granted in September 2014 and on page 5 of your response that 38,040 options were granted on September 18, 2014, yet your table reflects that only 161,869 options were granted in the quarter ended September 30, 2014. |
Company Response: The new share options and restricted share units granted on September 18, 2014 are included on the tables on pages F-25 and F-26, as well as page F-27. The table below details the share awards granted in the quarter ended September 30, 2014.
Issuance |
Share Options | Restricted Share Units | Total | |||||||||
Replacement Share Options |
145,069 | 0 | 145,069 | |||||||||
September 18, 2014 Grants |
16,800 | 21,240 | 38,040 | |||||||||
Total |
161,869 | 21,240 |
The 38,400 figure on page 5 of the Letter is comprised of 16,800 share options as well as 21,240 restricted share units granted on September 18, 2014.
The 21,240 figure on page F-27 of the Registration Statement reflects the 21,240 restricted share units granted on September 18, 2014.
The 161,869 figure on page F-26 of the Registration Statement is comprised of the 145,069 replacement share options granted in September 2014 and the 16,800 options granted on September 18, 2014. The weighted average price of $5.70 for the options shares granted during the period between June 30, 2014 and September 30, 2014 is calculated as follows:
Issuance |
Share Options |
Exercise Price Per Share |
Aggregate Exercise Price |
|||||||||
Replacement Share Options |
145,069 | $ | 6.35 | $ | 921,188.15 | |||||||
September 18, 2014 Grants |
16,800 | $ | 0.1250 | $ | 2,100.00 | |||||||
Total |
161,869 | $ | 923,288.15 | |||||||||
Weighted average price ($923,288.15 aggregate exercise price divided by 161,869 share options granted) |
$ | 5.70 |
* * *
Mr. Jeffrey P. Riedler
January 23, 2015
Page Three
We and the Company very much appreciate the Staffs attention to the review of Amendment No. 1. Please do not hesitate to contact me at (212) 335-4517 or my colleague Andrew D. Ledbetter at (206) 839-4845 if you have any questions regarding this letter or Amendment No. 1.
Sincerely,
DLA Piper LLP (US)
/s/ Marjorie Sybul Adams
Marjorie Sybul Adams
marjorie.adams@dlapiper.com
cc: | Via E-mail |
Dana Hartz (Staff Accountant, SEC Division of Corporation Finance)
Mark Brunhofer (Senior Staff Accountant, SEC Division of Corporation Finance)
Scot Foley (Staff Attorney, SEC Division of Corporation Finance)
John Krug (Senior Counsel, SEC Division of Corporation Finance)
Mark Heffernan (CEO, Nexvet Biopharma plc)
Damian Lismore (CFO, Nexvet Biopharma plc)
Geraldine Farrell (General Counsel, Nexvet Biopharma plc)
Andrew D. Ledbetter (DLA Piper LLP (US))
Mark B. Weeks (Cooley LLP)
John T. McKenna (Cooley LLP)