0001104659-18-074356.txt : 20181221 0001104659-18-074356.hdr.sgml : 20181221 20181221125320 ACCESSION NUMBER: 0001104659-18-074356 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: Armour Alison A. CENTRAL INDEX KEY: 0001646726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35050 FILM NUMBER: 181248599 MAIL ADDRESS: STREET 1: C/O ENDOCYTE, INC. STREET 2: 3000 KENT AVENUE, SUITE A1-100 CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 FORMER NAME: FORMER CONFORMED NAME: Amour Alison A. DATE OF NAME CHANGE: 20150630 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 0001646726 Armour Alison A. 3000 KENT AVE., SUITE A1-100 WEST LAFAYETTE IN 47906 0 1 0 0 Chief Medical Officer Common Stock 2018-12-20 5 G 0 E 10500 0 D 139753 D Common Stock 2018-12-20 5 G 0 E 10500 0 A 10500 I By daughter Common Stock 2018-12-21 4 D 0 72253 24.00 D 0 D Common Stock 2018-12-21 4 D 0 10500 24.00 D 0 I By daughter Common Stock 2018-12-21 4 D 0 5000 24.00 D 0 D Common Stock 2018-12-21 4 D 0 5000 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 20000 24.00 D 0 D Common Stock 2018-12-21 4 D 0 22500 24.00 D 0 D Stock Option (right to buy) 5.16 2018-12-21 4 D 0 25000 18.84 D 2025-07-31 Common Stock 25000 0 D Stock Option (right to buy) 3.18 2018-12-21 4 D 0 45788 20.82 D 2026-02-04 Common Stock 45788 0 D Stock Option (right to buy) 2.16 2018-12-21 4 D 0 39999 21.84 D 2027-02-02 Common Stock 39999 0 D Stock Option (right to buy) 3.01 2018-12-21 4 D 0 45000 20.99 D 2028-02-08 Common Stock 45000 0 D Represents a gift of 10,500 shares by the reporting person to her daughter, who shares the reporting person's household. 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 20,000 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 1/4 annually over a period of 4 years beginning on July 31, 2016 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 5,000 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 20,000 RSUs and of which 5,000 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 40,000 RSUs and of which 20,000 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 scheduled to vest 1/4 annually over a period of 4 years beginning on July 31, 2016. 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 Alison A. Armour (power of attorney previously filed) 2018-12-21