0001209191-16-143451.txt : 20160930 0001209191-16-143451.hdr.sgml : 20160930 20160930215649 ACCESSION NUMBER: 0001209191-16-143451 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160920 FILED AS OF DATE: 20160930 DATE AS OF CHANGE: 20160930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sarepta Therapeutics, Inc. CENTRAL INDEX KEY: 0000873303 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930797222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 415 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-274-4000 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 415 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Sarepta Therapuetics, Inc. DATE OF NAME CHANGE: 20120712 FORMER COMPANY: FORMER CONFORMED NAME: AVI BIOPHARMA INC DATE OF NAME CHANGE: 19980930 FORMER COMPANY: FORMER CONFORMED NAME: ANTIVIRALS INC DATE OF NAME CHANGE: 19970123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ruff Shamim CENTRAL INDEX KEY: 0001685986 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14895 FILM NUMBER: 161914303 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 415 CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-09-20 0 0000873303 Sarepta Therapeutics, Inc. SRPT 0001685986 Ruff Shamim 215 FIRST STREET SUITE 415 CAMBRIDGE MA 02142 0 1 0 0 SVP, Regulatory Affairs & Qual Common Stock 20239 D Incentive Stock Options (right to buy) 13.71 2017-02-28 2026-02-28 Common Stock 1042 D Incentive Stock Options (right to buy) 13.71 2017-02-28 2026-02-28 Common Stock 348 D Incentive Stock Options (right to buy) 13.90 2016-02-27 2025-02-27 Common Stock 6603 D Incentive Stock Options (right to buy) 14.76 2016-05-06 2025-05-06 Common Stock 5856 D Incentive Stock Options (right to buy) 26.24 2014-01-02 2023-01-02 Common Stock 13097 D Incentive Stock Options (right to buy) 29.03 2015-02-28 2024-02-28 Common Stock 750 D Incentive Stock Options (right to buy) 34.92 2014-06-04 2023-06-04 Common Stock 1611 D Non-Qualified Stock Options (right to buy) 13.71 2017-02-28 2026-02-28 Common Stock 23958 D Non-Qualified Stock Options (right to buy) 13.71 2017-02-28 2026-02-28 Common Stock 24652 D Non-Qualified Stock Options (right to buy) 13.90 2016-02-27 2025-02-27 Common Stock 16797 D Non-Qualified Stock Options (right to buy) 14.76 2016-05-06 2025-05-06 Common Stock 54144 D Non-Qualified Stock Options (right to buy) 26.24 2014-01-02 2023-01-02 Common Stock 66903 D Non-Qualified Stock Options (right to buy) 29.03 2015-02-28 2024-02-28 Common Stock 17250 D Non-Qualified Stock Options (right to buy) 34.92 2014-06-04 2023-06-04 Common Stock 16389 D Non-Qualified Stock Options (right to buy) 34.92 2014-06-04 2023-06-04 Common Stock 14400 D Includes 16,875 Restricted Stock Awards vest upon the Company exceeding $80 million in total revenue reported in publicly released GAAP financials, in any fiscal quarter between grant date and June 30, 2018, with an additional 3,825 Restricted Stock Awards vesting during the same period if the total revenue reported in the publicly released GAAP financials exceeds $100 million. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting. Includes 542 Restricted Stock Award granted on September 19, 2016 which vests 100% six months from the date of grant. The Company will withhold the shares to satisfy the executive's tax obligation upon vesting. Includes shares acquired under the Sarepta Therapeutics, Inc. 2013 Employee Stock Purchase Plan, 1600 shares were acquired at a price of $11.4665. 25% of the option granted vests and is exercisable on the first anniversary of the date of grant and 1/48th of the total granted option will vest and become exercisable on each monthly anniversary thereafter, such that the option will be fully vested and exercisable on the fourth anniversary of the date of grant. Half of the options begin vesting in the event the FDA provides marketing approval for eteplirsen as of the applicable PDUFA date and the other half of the options begin vesting in the event Sarepta files a Marketing Authorization Application with the EMEA prior to December 31, 2016. Vesting of the options allocated to the achievement of each goal is as follows: (i) 50% of the options allocated to the achieved goal vests immediately upon achievement of the performance condition (25% of the total Performance-Based Options granted) and (ii) the remaining 50% of the options allocated to the achieved goal (25% of the total Performance-Based Options granted) vests over four years with 25% of these remaining options vesting on the first year anniversary of the grant date and 1/48th of these remaining options vesting monthly thereafter. 25% of the option granted vests and is exercisable on the first anniversary of the date of hire and 1/48th of the total granted option will vest and become exercisable on each monthly anniversary thereafter, such that the option will be fully vested and exercisable on the fourth anniversary of the date of hire. In the event of the achievement of certain performance milestones prior to January 1, 2017, the shares subject to the option will vest and become exercisable with respect to 1/4th of the total number of shares subject to the option on June 4, 2014 and 1/48th of the original number of shares subject to the option monthly thereafter, subject to continued service with the Issuer. /s/David Tyronne Howton, as Attorney-in-Fact for Shamim Ruff 2016-09-30 EX-24.3_677424 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Edward M. Kaye MD, Sandesh Mahatme, David Tyronne Howton and Michael Flanagan, and their respective successors, and each of them her true and lawful attorney-in-fact and agent with full power of substitution, signing singly, for her and in her name, place and stead, in any and all capacities, to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or any rule or regulation of the SEC; 2. complete and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Sarepta Therapeutics, Inc. (the "Company") and/or 10% holder of the Company's capital stock, Forms 3, 4, 5 and Form ID, any other forms, and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules and regulations thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form ID, or any other forms, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5, Form ID or any other form (including amendments thereto) and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _22_ day of September, 2016. Signature: __/s/ Shamim Ruff____ Shamim Ruff