0001104659-18-074345.txt : 20181221 0001104659-18-074345.hdr.sgml : 20181221 20181221124937 ACCESSION NUMBER: 0001104659-18-074345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Beth CENTRAL INDEX KEY: 0001522046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35050 FILM NUMBER: 181248580 MAIL ADDRESS: STREET 1: 3000 KENT AVENUE STREET 2: SUITE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENDOCYTE INC CENTRAL INDEX KEY: 0001235007 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3000 KENT AVE STE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 BUSINESS PHONE: 7654637175 MAIL ADDRESS: STREET 1: 3000 KENT AVE STE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 4 1 a4.xml 4 X0306 4 2018-12-21 1 0001235007 ENDOCYTE INC ECYT 0001522046 Taylor Beth 3000 KENT AVE., SUITE A1-100 WEST LAFAYETTE IN 47906 0 1 0 0 VP Finance & Chief Acctg Off Common Stock 2018-12-21 4 D 0 59509 24.00 D 0 D Common Stock 2018-12-21 4 D 0 1250 24 D 0 I By daughter Common Stock 2018-12-21 4 D 0 1875 24.00 D 0 D Common Stock 2018-12-21 4 D 0 1875 24.00 D 0 D Common Stock 2018-12-21 4 D 0 7500 24.00 D 0 D Common Stock 2018-12-21 4 D 0 15000 24.00 D 0 D Common Stock 2018-12-21 4 D 0 12500 24.00 D 0 D Stock Option (right to buy) 7.41 2018-12-21 4 D 0 23560 16.59 D 2020-11-10 Common Stock 23560 0 D Stock Option (right to buy) 9.86 2018-12-21 4 D 0 9132 14.14 D 2023-02-19 Common Stock 9132 0 D Stock Option (right to buy) 11.11 2018-12-21 4 D 0 10850 12.89 D 2024-02-06 Common Stock 10850 0 D Stock Option (right to buy) 3.18 2018-12-21 4 D 0 3750 20.82 D 2026-02-04 Common Stock 3750 0 D Stock Option (right to buy) 3.21 2018-12-21 4 D 0 12969 20.79 D 2026-08-18 Common Stock 12969 0 D Stock Option (right to buy) 2.16 2018-12-21 4 D 0 15000 21.84 D 2027-02-02 Common Stock 15000 0 D Stock Option (right to buy) 3.01 2018-12-21 4 D 0 25000 20.99 D 2028-02-08 Common Stock 25000 0 D Pursuant to the Agreement and Plan of Merger, dated as of October 17, 2018 (the "Merger Agreement"), by and among Endocyte, Inc. (the "Company"), Novartis AG ("Novartis") and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on December 21, 2018, each share of Company common stock was converted into the right to receive an amount in cash equal to $24.00, without interest and less any applicable withholding taxes. This restricted stock unit ("RSU") award, which originally consisted of 3,750 RSUs and of which 1,875 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 4, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This RSU award, which originally consisted of 3,750 RSUs and of which 1,875 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on August 18, 2017 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This RSU award, which originally consisted of 10,000 RSUs and of which 2,500 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 2, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This RSU award, which originally consisted of 30,000 RSUs and of which 15,000 RSUs had vested and been settled as of immediately prior to the Effective Time, provided for vesting and settlement 1/2 annually over a period of 2 years beginning on October 4, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This RSU award provided for vesting and settlement 1/4 annually over a period of 4 years beginning on February 8, 2019 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes. This Company stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 4, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on August 18, 2017. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 2, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. This Company stock option was scheduled to vest 1/4 annually over a period of 4 years beginning on February 8, 2019. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes. /s/ Beth A. Taylor 2018-12-21