Statement of Changes in Beneficial Ownership (4)
02 Oktober 2015 - 8:20PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Leonard Keith R
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2. Issuer Name
and
Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC
[
KYTH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O KYTHERA BIOPHARMACEUTICALS, INC., 30930 RUSSELL RANCH ROAD, 3RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2015
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(Street)
WESTLAKE VILLAGE, CA 91362
(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
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7/21/2015
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G
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66667
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D
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$0
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763076
(2)
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I
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See Footnote
(3)
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Common Stock
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8/18/2015
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G
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400000
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D
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$0
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363076
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I
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See Footnote
(3)
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Common Stock
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10/1/2015
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D
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363076
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D
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(1)
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0
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I
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See Footnote
(3)
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Common Stock
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10/1/2015
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D
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9105
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D
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(1)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$5.50
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10/1/2015
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D
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28082
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(4)
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1/15/2020
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Common Stock
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28082
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(4)
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0
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D
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Stock Option (right to buy)
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$5.90
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10/1/2015
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D
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81306
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(4)
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10/14/2020
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Common Stock
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81306
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(4)
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0
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D
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Stock Option (right to buy)
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$8.22
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10/1/2015
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D
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34148
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(4)
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2/1/2022
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Common Stock
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34148
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(4)
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0
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D
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Stock Option (right to buy)
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$8.22
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10/1/2015
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D
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51223
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(4)
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2/1/2022
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Common Stock
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51223
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(4)
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0
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D
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Stock Option (right to buy)
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$27.5
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10/1/2015
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D
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50400
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(4)
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1/29/2023
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Common Stock
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50400
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(4)
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0
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D
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Stock Option (right to buy)
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$27.5
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10/1/2015
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D
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33600
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(4)
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1/29/2023
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Common Stock
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33600
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(4)
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0
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D
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Stock Option (right to buy)
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$44.02
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10/1/2015
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D
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89542
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(4)
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1/2/2024
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Common Stock
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89542
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(4)
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0
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D
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Stock Option (right to buy)
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$38.53
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10/1/2015
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D
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151302
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(4)
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1/29/2025
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Common Stock
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151302
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Allergan plc (formerly known as Actavis plc) ("Allergan"), Keto Merger Sub, Inc. (a wholly owned subsidiary of Allergan) and Issuer, whereby each share of Issuer common stock was canceled in exchange for $75.00 in cash, without interest.
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(
2)
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The Reporting Person no longer has reportable beneficial interests in 189 shares of Issuer common stock held by Keith R. Leonard III, the Reporting Person's son, or 189 shares of Issuer common stock held by Nina R. Leonard, the Reporting Person's daughter. On April 12, 2015, an independent third-party was appointed trustee of each of Keith Richard Leonard, Jr., Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "KL GRAT") and Nanette LaRosa Leonard, Retained Annuity Trust, Dated 12 April, 2010, Keith Richard Leonard, Jr., Trustee (the "NL GRAT") and the Reporting Person ceased to serve as trustee thereof. Accordingly, the Reporting Person no longer has a reportable beneficial interest in 47,103 shares of Issuer common stock previously held by the KL GRAT or 47,103 shares of Issuer common stock previously held by the NL GRAT.
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(
3)
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Shares held by Leonard Family Trust, dated August 28, 1996, Keith Richard Leonard, Jr. and Nannette LaRosa Leonard, Trustees.
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(
4)
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Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming a stock price of $75.00.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Leonard Keith R
C/O KYTHERA BIOPHARMACEUTICALS, INC.
30930 RUSSELL RANCH ROAD, 3RD FLOOR
WESTLAKE VILLAGE, CA 91362
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X
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President & CEO
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Signatures
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/s/ Keith Klein as Attorney-in-Fact for Keith R. Leonard
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10/2/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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