0001104659-18-074362.txt : 20181221 0001104659-18-074362.hdr.sgml : 20181221 20181221125450 ACCESSION NUMBER: 0001104659-18-074362 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: MIDDLETON FRED A CENTRAL INDEX KEY: 0001267959 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35050 FILM NUMBER: 181248614 MAIL ADDRESS: STREET 1: 400 SOUTH EL CAMINO REAL STE 1200 CITY: SAN MATEO STATE: CA ZIP: 94402-1708 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 0001267959 MIDDLETON FRED A 3000 KENT AVE., SUITE A1-100 WEST LAFAYETTE IN 47906 1 0 0 0 Common Stock 2018-12-11 5 G 0 E 83860 0 D 113489 D Common Stock 2018-12-21 4 D 0 110189 24.00 D 0 D Common Stock 2018-12-21 4 D 0 3300 24.00 D 0 D Common Stock 2018-12-21 4 D 0 1017304 24.00 D 0 I By Sanderling Venture Partners V, L.P. Common Stock 2018-12-21 4 D 0 1212413 24.00 D 0 I By Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 2018-12-21 4 D 0 267491 24.00 D 0 I By Sanderling Venture Partners V Co-Investment Fund, L.P. Common Stock 2018-12-21 4 D 0 249148 24.00 D 0 I By Sanderling V Biomedical, L.P. Common Stock 2018-12-21 4 D 0 162170 24.00 D 0 I By Sanderling V Biomedical Co-Investment Fund, L.P. Common Stock 2018-12-21 4 D 0 113315 24.00 D 0 I By Sanderling V Limited Partnership Common Stock 2018-12-21 4 D 0 100828 24.00 D 0 I By Sanderling V Beteiligungs GmbH & Co. KG Common Stock 2018-12-21 4 D 0 10049 24.00 D 0 I By Sanderling VI Limited Partnership Common Stock 2018-12-21 4 D 0 8434 24.00 D 0 I By Sanderling VI Beteiligungs GmbH & Co. KG Common Stock 2018-12-21 4 D 0 904465 24.00 D 0 I By Sanderling V Strategic Exit Fund, L.P. Stock Option (right to buy) 6.00 2018-12-21 4 D 0 15706 18.00 D 2021-02-09 Common Stock 15706 0 D Stock Option (right to buy) 11.80 2018-12-21 4 D 0 10000 12.20 D 2021-05-26 Common Stock 10000 0 D Stock Option (right to buy) 6.43 2018-12-21 4 D 0 10000 17.57 D 2022-05-31 Common Stock 10000 0 D Stock Option (right to buy) 12.94 2018-12-21 4 D 0 14000 11.06 D 2023-06-19 Common Stock 14000 0 D Stock Option (right to buy) 6.69 2018-12-21 4 D 0 14000 17.31 D 2024-05-15 Common Stock 14000 0 D Stock Option (right to buy) 6.02 2018-12-21 4 D 0 13500 17.98 D 2025-05-14 Common Stock 13500 0 D Stock Option (right to buy) 3.35 2018-12-21 4 D 0 13500 20.65 D 2026-05-05 Common Stock 13500 0 D Stock Option (right to buy) 2.27 2018-12-21 4 D 0 19500 21.73 D 2027-05-04 Common Stock 19500 0 D Stock Option (right to buy) 10.81 2018-12-21 4 D 0 19500 13.19 D 2028-05-03 Common Stock 19500 0 D Represents a gift of 83,860 shares to a non-profit organization. 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 provided for vesting and settlement 100% on the business day prior to the Company's annual stockholder meeting following May 3, 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. Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein. Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling VI Limited Partnership and Sanderling V Strategic Exit Fund, L.P. and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling V Strategic Exit Fund, L.P. and Sanderling VI Limited Partnership. Fred Middleton is a managing director of Middleton, McNeil & Mills Associate V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners V Co-Investment Fund, L.P. and he may be deemed to have voting and investment power over shares of record by Sanderling Venture Partners V Co-Investment Fund, L.P. 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 100% on the business day prior to the Company's annual stockholder meeting following May 3, 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. /s/ Michael A. Sherman, Attorney-in-Fact for Fred A. Middleton (power of attorney previously filed) 2018-12-21