FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc. [ TCDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/05/2019 | M | 1,100 | A | $0.8 | 42,415(1) | D | |||
Common Stock | 07/05/2019 | S(2) | 1,100 | D | $36.29(3) | 41,315(1) | D | |||
Common Stock | 07/05/2019 | S(4) | 1,192 | D | $36.3(5) | 59,144 | I | By Sigrun R. Veitinger 2016 Irrevocable Trust(6) | ||
Common Stock | 07/05/2019 | S(4) | 1,200 | D | $36.3(3) | 59,144 | I | By Klaus R. Veitinger 2016 Children's Trust(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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) | $0.8 | 07/05/2019 | M | 1,100 | (7) | 03/08/2025 | Common Stock | 1,100 | $0 | 7,700 | D |
Explanation of Responses: |
1. Includes 1,879 restricted stock units ("RSUs") that vest on the earlier of (i) the one-year anniversary of May 31, 2019 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock. |
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2018. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.64 to $37.38, inclusive. The reporting person undertakes to provide to Tricida, Inc., any security holder of Tricida, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (5) to this Form 4. |
4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's trust on November 21, 2018. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.62 to $37.38, inclusive. |
6. A third party serves as trustee for these trusts. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
7. This option vested 25% on March 1, 2016, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the issuer's right of repurchase. |
Remarks: |
Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the reporting person on June 27, 2018) |
/s/ Edward J. Hejlek, attorney-in-fact | 07/09/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |