0001572426-17-000026.txt : 20170802 0001572426-17-000026.hdr.sgml : 20170802 20170802213026 ACCESSION NUMBER: 0001572426-17-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170731 FILED AS OF DATE: 20170802 DATE AS OF CHANGE: 20170802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heffernan Mark CENTRAL INDEX KEY: 0001632439 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36828 FILM NUMBER: 171001905 MAIL ADDRESS: STREET 1: C/O NEXVET BIOPHARMA PLC STREET 2: NATL INST, FOSTERS AVENUE, MOUNT MERRION CITY: BLACKROCK STATE: L2 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexvet Biopharma plc CENTRAL INDEX KEY: 0001618561 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 BUSINESS PHONE: 353 1 215 8100 MAIL ADDRESS: STREET 1: UNIT 5, SRAGH TECHNOLOGY PARK STREET 2: RAHAN ROAD CITY: TULLAMORE , CO. OFFALY STATE: L2 ZIP: R35 FR98 FORMER COMPANY: FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd DATE OF NAME CHANGE: 20140903 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-07-31 1 0001618561 Nexvet Biopharma plc NVET 0001632439 Heffernan Mark C/O NEXVET BIOPHARMA PLC UNIT 5, SRAGH TECHNOLOGY PARK, RAHAN RD TULLAMORE L2 R35 FR98 IRELAND 0 1 0 0 Chief Executive Officer Ordinary Shares 2017-07-31 4 D 0 109810 6.72 D 0 D Ordinary Shares 2017-07-31 4 D 0 243587 6.72 D 0 I By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C> Restricted Share Units .125 2017-07-31 4 D 0 50000 6.595 D 2020-07-01 Ordinary Shares 50000 0 D Restricted Share Units .125 2017-07-31 4 D 0 106929 6.595 D 2020-07-01 Ordinary Shares 106929 0 D Option to Purchase Ordinary Shares .125 2017-07-31 4 D 0 4833 6.595 D 2019-07-01 Ordinary Shares 4833 0 D Option to Purchase Ordinary Shares .125 2017-07-31 4 D 0 9203 6.595 D 2020-11-05 Ordinary Shares 9203 0 D Option to Purchase Ordinary Shares 6.35 2017-07-31 4 D 0 52040 .37 D 2019-02-28 Ordinary Shares 52040 0 D Option to Purchase Ordinary Shares 15.00 2017-07-31 4 D 0 100000 0 D 2020-05-18 Ordinary Shares 100000 0 D Disposed of pursuant to a transaction agreement between the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired the Issuer. The reporting person and his spouse share voting and dispositive power with respect to these reported securities. This restricted share unit, which would have vested and become convertible as to 25,000 shares on each of 7/1/18 and 7/1/19, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $329,750. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit. This restricted share unit, which would have vested and become convertible as to 35,643 shares on each of 7/1/18, 7/1/19 and 7/1/20, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $705,196.76. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $31,873.64, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $60,693.79, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $19,254.80, representing the difference between the exercise price of $6.35 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. This option, which was vested as to 70,000 shares and would have vested as to 5,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18 and 12/31/18, was cancelled in the Acquisition in exchange for no cash payment because the $15.00 exercise price per share exceeded the $6.72 consideration per share payable in connection with in the Acquisition. /s/ Mark Heffernan by Geraldine T. Farrell, Attorney-in-Fact 2017-07-31