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
Viking Therapeutics, Inc. [ VKTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/04/2015 | ||||||||||||||||||||||||||
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, par value $0.00001 per share | 05/04/2015 | D | 2,313,406(1) | D | (2) | 1,336,594(3) | D | |||
Common Stock, par value $0.00001 per share | 05/04/2015 | A(4) | 87,500 | A | $0.00 | 1,424,094 | D | |||
Common Stock, par value $0.00001 per share | 05/04/2015 | C | 2,731 | A | (5) | 1,426,825 | D | |||
Common Stock, par value $0.00001 per share | 05/04/2015 | C | 9,927 | A | (5) | 1,436,752 | D | |||
Common Stock, par value $0.00001 per share | 05/04/2015 | F(6) | 16,346 | A | $9.49 | 1,453,098 | D |
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) | $9.49 | 05/04/2015 | A | 87,500 | 05/04/2015(7) | 05/04/2025 | Common Stock | 87,500 | $0.00 | 87,500 | D | ||||
Convertible Note due 2015 | $6(5) | 05/04/2015 | C | $16,390 | (5) | (5) | Common Stock | 2,731 | $0.00 | 0 | D | ||||
Convertible Note due 2015 | $6(5) | 05/04/2015 | C | $59,563 | (5) | (5) | Common Stock | 9,927 | $0.00 | 0 | D |
Explanation of Responses: |
1. Of the shares repurchased by the Issuer, 1,516,308 shares were fully vested and 797,098 were subject to vesting. |
2. Shares were repurchased by the Issuer at a price of $0.00001 per share. |
3. Includes 460,534 shares of restricted stock that are subject to vesting, of which: (a) 18,869 shares will vest on May 26, 2015 and each month thereafter through and including August 26, 2015, (b) 18,868 shares will vest on September 26, 2015, (c) 183,095 will vest upon the achievement of a company milestone, and (d) 183,095 will vest upon the achievement of an additional company milestone. |
4. Represents a restricted stock award of common stock under the Issuer's 2014 Equity Incentive Plan. One third of the shares subject to the restricted stock award shall vest on each one year anniversary of the grant date of the award. |
5. The outstanding principal balance under the convertible note, plus all accrued and unpaid interest thereon, automatically converted into shares of common stock upon the closing of the Issuer's initial public offering at a conversion price equal to 75% of the price at which shares were sold to the public. The convertible note had no expiration date. |
6. Represents a restricted stock award of 28,193 shares of common stock granted under the Issuer's 2014 Equity Incentive Plan. All of the shares subject to the restricted stock award vested immediately upon grant. In order to satisfy certain tax withholding obligations, the Issuer repurchased 11,847 of these shares from the Reporting Person. |
7. 25% of the shares subject to the option were vested upon grant and 25% of the shares subject to the option will vest on each one year anniversary of the grant date. |
Remarks: |
/s/ Michael Morneau, as Attorney-in-Fact | 05/06/2015 | |
** 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. |