0000899243-18-017712.txt : 20180622 0000899243-18-017712.hdr.sgml : 20180622 20180622171144 ACCESSION NUMBER: 0000899243-18-017712 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180622 FILED AS OF DATE: 20180622 DATE AS OF CHANGE: 20180622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIDENBERG BETH C CENTRAL INDEX KEY: 0001184592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38345 FILM NUMBER: 18915249 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARMO BioSciences, Inc. CENTRAL INDEX KEY: 0001693664 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273454138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 575 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-779-5075 MAIL ADDRESS: STREET 1: 575 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-06-22 1 0001693664 ARMO BioSciences, Inc. ARMO 0001184592 SEIDENBERG BETH C C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK CA 94025 1 0 0 0 Common Stock 2018-06-22 4 U 0 4266683 50.00 D 0 I By KPCB Holdings, Inc., as nominee Stock Option (right to buy) 39.97 2018-06-22 4 D 0 18000 10.03 D 2028-03-25 Common Stock 18000 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2018, by and among the Issuer, Eli Lilly and Company ("Parent") and Bluegill Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $50.00 per share (the "Offer Price"), net to the seller in cash, without interest and less any applicable tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at one minute after 11:59 pm Eastern Time on June 21, 2018, Merger Sub accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share. Pursuant to the Merger Agreement, each outstanding option to purchase shares of the Issuer's common stock, whether or not exercisable or vested, was cancelled and the holder thereof became entitled to receive an amount in cash determined by multiplying (A) the excess, if any, of $50.00 over the exercise price per share of the common stock underlying such stock option by (B) the number of shares of common stock subject to such stock option. This option, which provided for vesting in thirty-six equal monthly installments following March 31, 2018, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above. Consists of 3,475,576 shares of common stock held by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV"), 294,029 shares of common stock by KPCB XIV Founders Fund, LLC ("KPCB XIV FF"), 480,625 shares of common stock held by Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and 16,453 shares of common stock held by KPCB XVI Founders Fund, LLC ("KPCB XVI FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). (Continued from Footnote 4) Brook Byers, L. John Doerr, William Gordon and Theodore Schlein, the managing members of KPCB XIV Associates, and Dr. Beth Seidenberg, a member of KPCB XIV Associates, exercise shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF. The managing member of KPCB XVI and KPCB XVI FF is KPCB XVI Associates, LLC ("KPCB XVI Associates"). L. John Doerr, Eric Feng, Wen Hsieh, Randy Komisar, Dr. Beth Seidenberg and Theodore Schlein, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI and KPCB XVI FF. /s/ Scott Paraker, Attorney-in-Fact 2018-06-22