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