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