|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 10/04/2017 | A | 8,720 | (2) | (2) | Common Stock | 8,720 | $ 0 | 17,350 (3) | D (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Held Rory A. C/O SUMMER ROAD LLC 655 MADISON AVE., 19TH FLOOR NEW YORK, NY 10065 |
X | |||
| /s/ Rory A. Held | 10/06/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The restricted stock units ("RSUs") give the reporting person the right to receive (i) the number of shares of common stock underlying the RSUs or (ii) as may be elected by the compensation committee, cash equal to the closing sale price per share of common stock on the trading day immediately prior to the distribution date times the number of shares underlying the RSUs. |
| (2) | The RSUs will vest in full one year from the date of grant provided that the reporting person is serving on the board of directors at that time. Vested RSUs will be distributed to the reporting person on the date that is six months after the day the reporting person's service on the board of directors terminates for any reason. |
| (3) | Reflects RSUs granted on November 7, 2016, when Mr. Held joined the Issuer's board, and on October 4, 2017. |
| (4) | Pursuant to an arrangement between Mr. Held, the reporting person, and Summer Road LLC, any compensation that would otherwise be payable to Mr. Held for his services as a director of the Company will be paid directly to Summer Road LLC as his employer. Summer Road LLC provides investment management services to Cap 1 LLC, a Delaware limited liability company; Richard S. Sackler, M.D.; and the Richard and Beth Sackler Foundation, Inc., who filed a Schedule 13D in respect of the Issuer's Common Stock on September 21, 2016, as amended on November 14, 2016 and on July 18, 2017. |