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