0001104659-18-074351.txt : 20181221
0001104659-18-074351.hdr.sgml : 20181221
20181221125150
ACCESSION NUMBER: 0001104659-18-074351
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: Chelius Erik C.
CENTRAL INDEX KEY: 0001728975
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35050
FILM NUMBER: 181248590
MAIL ADDRESS:
STREET 1: C/O ENDOCYTE, INC., 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
0001728975
Chelius Erik C.
3000 KENT AVE., SUITE A1-100
WEST LAFAYETTE
IN
47906
0
1
0
0
Vice President CMC
Common Stock
2018-12-21
4
D
0
15848
24.00
D
0
D
Common Stock
2018-12-21
4
D
0
3516
24.00
D
0
D
Common Stock
2018-12-21
4
D
0
4281
24.00
D
0
D
Common Stock
2018-12-21
4
D
0
10000
24.00
D
0
D
Common Stock
2018-12-21
4
D
0
16250
24.00
D
0
D
Stock Option (right to buy)
3.64
2018-12-21
4
D
0
14000
20.36
D
2022-02-05
Common Stock
14000
0
D
Stock Option (right to buy)
9.86
2018-12-21
4
D
0
15500
14.14
D
2023-02-19
Common Stock
15500
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)
5.10
2018-12-21
4
D
0
11568
18.90
D
2025-02-04
Common Stock
11568
0
D
Stock Option (right to buy)
3.18
2018-12-21
4
D
0
14062
20.82
D
2026-02-04
Common Stock
14062
0
D
Stock Option (right to buy)
2.16
2018-12-21
4
D
0
11413
21.84
D
2027-02-02
Common Stock
11413
0
D
Stock Option (right to buy)
3.01
2018-12-21
4
D
0
47500
20.99
D
2028-02-08
Common Stock
47500
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 7,031 RSUs and of which 3,515 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 5,707 RSUs and of which 1,426 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 20,000 RSUs and of which 10,000 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 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, Attorney-in-Fact for Erik C. Chelius (power of attorney previously filed)
2018-12-21