Ireland | 98-1111119 | |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |
Adelphi Plaza Upper George's Street Dún Laoghaire Co. Dublin, A96 T927, Ireland | ||
(Address of Principal Executive Offices including Zip Code) | ||
A. W. Homan Chief Legal Officer Prothena Corporation plc c/o Prothena Biosciences Inc 331 Oyster Point Boulevard South San Francisco, California 94080 (650) 837-8550 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Copy to: Alan C. Mendelson, Esq. Kathleen M. Wells, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 |
Large accelerated filer | ý | Accelerated filer | o |
Non-accelerated filer | o(Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | o |
CALCULATION OF REGISTRATION FEE | ||||
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Ordinary Shares, par value $0.01 per share | 1,350,000(1) | $54.90(2) | $74,115,000 | $8,589.93 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional ordinary shares of the Registrant, par value $0.01 per share ("Ordinary Shares") that become issuable under the Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan, as amended (the "Plan") by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Ordinary Shares. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act for the Ordinary Shares registered hereunder (based on the average of the high ($56.23) and low ($53.57) prices for the Registrant’s Ordinary Shares reported by The NASDAQ Global Select Market on May 17, 2017). |
Prothena Corporation plc (Registrant) | ||
/s/ Gene G. Kinney | ||
Gene G. Kinney | ||
President and Chief Executive Officer | ||
/s/ Tran B. Nguyen | ||
Tran B. Nguyen | ||
Chief Financial Officer |
Name | Title | Date | ||
/s/Gene G. Kinney | President and Chief Executive Officer | May 23, 2017 | ||
Gene G. Kinney, Ph.D. | (Principal Executive Officer) and Director | |||
/s/Tran B. Nguyen | Chief Financial Officer | May 23, 2017 | ||
Tran B. Nguyen | (Principal Financial Officer) | |||
/s/Karin L. Walker | Chief Accounting Officer and Controller | May 23, 2017 | ||
Karin L. Walker | (Principal Accounting Officer) | |||
/s/Lars G. Ekman | Chairman of the Board | May 23, 2017 | ||
Lars G. Ekman, M.D., Ph.D. | ||||
/s/Richard T. Collier | Director | May 23, 2017 | ||
Richard T. Collier | ||||
/s/Shane M. Cooke | Director | May 23, 2017 | ||
Shane M. Cooke | ||||
/s/K. Anders O. Härfstrand | Director | May 23, 2017 | ||
K. Anders O. Härfstrand, M.D., Ph.D. | ||||
/s/Christopher S. Henney | Director | May 23, 2017 | ||
Christopher S. Henney, D.Sc., Ph.D. | ||||
/s/Dennis J. Selkoe | Director | May 23, 2017 | ||
Dennis J. Selkoe, M.D. |
Exhibit No. | Description | |
5.1 | Opinion of A&L Goodbody | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of A&L Goodbody (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on the signature page hereto) | |
99.1# | Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan (as of February 22, 2017)(1) | |
(1) | Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017. |
# | Indicates management contract or compensatory plan or arrangement. |
Our ref | AFC/DEG 01405528 | Your ref | Date | [23 May] 2017 |
1. | Prothena has been duly incorporated and is an existing public limited company under the laws of Ireland; and |
2. | the Ordinary Shares have been duly authorised and when issued in accordance with the Amended and Restated Plan and the options or other equity awards granted or to be granted thereunder, will be validly issued, fully paid and not subject to calls for any additional payments (“nonassessable”). |