0001209191-21-027421.txt : 20210419
0001209191-21-027421.hdr.sgml : 20210419
20210419195358
ACCESSION NUMBER: 0001209191-21-027421
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210331
FILED AS OF DATE: 20210419
DATE AS OF CHANGE: 20210419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Collins Helen Louise
CENTRAL INDEX KEY: 0001701247
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36070
FILM NUMBER: 21835936
MAIL ADDRESS:
STREET 1: TWO CORPORATE DRIVE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIVE PRIME THERAPEUTICS, INC.
CENTRAL INDEX KEY: 0001175505
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 260038620
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 111 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 415-365-5600
MAIL ADDRESS:
STREET 1: 111 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
FORMER COMPANY:
FORMER CONFORMED NAME: FIVE PRIME THERAPEUTICS INC
DATE OF NAME CHANGE: 20020613
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-31
1
0001175505
FIVE PRIME THERAPEUTICS, INC.
FPRX
0001701247
Collins Helen Louise
111 OYSTER POINT BOULEVARD
SOUTH SAN FRANCISCO
CA
94080
0
1
0
0
EVP and Chief Medical Officer
Common Stock
2021-03-31
5
G
0
E
8085
0.00
D
69547
D
Common Stock
2021-04-16
4
A
0
66000
0.00
A
135547
D
Common Stock
2021-04-16
4
D
0
135547
38.00
D
0
D
Employee Stock Option (right to buy)
37.89
2021-04-16
4
D
0
60000
D
Common Stock
60000
0
D
Employee Stock Option (right to buy)
18.69
2021-04-16
4
D
0
50000
D
Common Stock
50000
0
D
Employee Stock Option (right to buy)
11.97
2021-04-16
4
D
0
58000
D
Common Stock
58000
0
D
Employee Stock Option (right to buy)
5.78
2021-04-16
4
D
0
20000
D
Common Stock
20000
0
D
Employee Stock Option (right to buy)
5.25
2021-04-16
4
D
0
90000
D
Common Stock
90000
0
D
Employee Stock Option (right to buy)
5.25
2021-04-16
4
D
0
90000
D
Common Stock
90000
0
D
Represents shares of performance-based restricted Common Stock (as defined below) granted to the reporting person on June 24, 2019 (the "Performance Award"). The performance conditions associated with the Performance Award have not yet occurred. Pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), the Performance Award was deemed to have vested and each share of Common Stock underlying the Performance Award was converted into the right to receive the Offer Price (as defined below) in cash, without interest, minus any applicable withholding taxes.
Pursuant to the Agreement and Plan of Merger, dated March 4, 2021 (the "Merger Agreement"), by and among the Five Prime Therapeutics, Inc. (the "Company"), Amgen Inc. ("Parent") and Franklin Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of April 16, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.001 per share ("Common Stock"), was converted into the right to receive $38.00 per share (the "Offer Price") in cash, without interest, minus any applicable withholding taxes.
Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each option to purchase shares of Common Stock granted by the Company that was then outstanding and unexercised was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such option multiplied by (y) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per share under such option.
Not applicable.
/s/ Francis Sarena, Attorney-in-fact
2021-04-19