Statement of Changes in Beneficial Ownership (4)
12 November 2019 - 10:36PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Goldman Steven M. |
2. Issuer Name and Ticker or Trading Symbol
Dova Pharmaceuticals Inc.
[
DOVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DOVA PHARMACEUTICALS, INC., 240 LEIGH FARM ROAD, SUITE 245 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/12/2019 |
(Street)
DURHAM, NC 27707
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/12/2019 | | D | | 144280 (1) | D | (1) | 0 | D | |
Common Stock | 11/12/2019 | | D | | 5000 (1) | D | (1) | 0 | I | By LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (Right to Buy) | $7.32 | 11/12/2019 | | D | | | 10083 | (3) | 5/24/2027 | Common Stock | 10083 | (3) | 0 | D | |
Stock Option (Right to Buy) | $9.36 | 11/12/2019 | | D | | | 8333 | (4) | 4/25/2029 | Common Stock | 8333 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Disposed pursuant to an agreement and plan of merger by and between the Issuer, Swedish Orphan Biovitrum AB and Dragonfly Acquisition Corp. (the "Merger") in exchange for $27.50 per share of Issuer's common stock including any shares subject to each restricted stock unit on the effective date of the Merger, plus (ii) one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone. |
(2) | These shares are held by the Steven M. Goldman Family LLC (the "LLC"), of which the Reporting Person is the Managing Member. The voting and investment decisions of the LLC are made by an independent external asset manager. The Reporting Person disclaims beneficial ownership of the shares held by the LLC except to the extent of his pecuniary interest in the LLC, if any, and the inclusion of these shares on this report shall not be deemed an admission that the Reporting Person beneficially owns the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. |
(3) | This option, which provided for vesting over a period of three years as follows: (i) one-third of the total shares subject to the option shall vested on May 25, 2018, and (ii) 1/36th of total shares subject to the option shall vest monthly thereafter over the remaining two years of the vesting period, was accelerated and canceled in the Merger in exchange for a cash payment of 203,474.94, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
(4) | This option, which provided for vesting monthly over one year from the grant date and in any event will be fully vested on the date of the next annual meeting of our stockholders, was accelerated and canceled in the Merger in exchange for a cash payment of $151,160.62, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Goldman Steven M. C/O DOVA PHARMACEUTICALS, INC. 240 LEIGH FARM ROAD, SUITE 245 DURHAM, NC 27707 | X |
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Signatures
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/s/ Mark Ballantyne, Attorney-in-Fact | | 11/12/2019 |
**Signature of Reporting Person | Date |
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