0001104659-22-091492.txt : 20220815 0001104659-22-091492.hdr.sgml : 20220815 20220815205040 ACCESSION NUMBER: 0001104659-22-091492 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220811 FILED AS OF DATE: 20220815 DATE AS OF CHANGE: 20220815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroeder Theodore R CENTRAL INDEX KEY: 0001378690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37558 FILM NUMBER: 221168190 MAIL ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nabriva Therapeutics plc CENTRAL INDEX KEY: 0001641640 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25-28 NORTH WALL QUAY CITY: DUBLIN STATE: L2 ZIP: D01 H104 BUSINESS PHONE: (610) 816-6640 MAIL ADDRESS: STREET 1: 414 COMMERCE DRIVE STREET 2: STE 120 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FORMER COMPANY: FORMER CONFORMED NAME: Nabriva Therapeutics AG DATE OF NAME CHANGE: 20150507 4 1 tm2222534-20_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-08-11 0 0001641640 Nabriva Therapeutics plc NBRV 0001378690 Schroeder Theodore R 414 COMMERCE DR. SUITE 120 FORT WASHINGTON PA 19034 1 1 0 0 Chief Executive Officer Share Options 0.45 2022-08-11 4 M 0 239800 0 D 2032-01-27 Ordinary Shares 239800 0 D Restricted Stock Units 2022-08-11 4 M 0 119900 0 D Ordinary Shares 119900 0 D Stock Appreciation Right 0.45 2022-08-11 4 M 0 239800 0 A 2032-01-27 Ordinary Shares 239800 239800 D Phantom Shares 2022-08-11 4 M 0 119900 0 A Ordinary Shares 119900 119900 D The option was granted on January 28, 2022, subject to shareholder approval; provided, that if such shareholder approval was not obtained at the 2022 Annual General Meeting (the "2022 AGM") of Nabriva Therapeutics plc (the "Issuer"), the option would remain outstanding and convert into a cash-settled share appreciation right. On August 11, 2022, the Issuer held the 2022 AGM, at which meeting the Issuer's shareholders did not approve an amendment to the Issuer's 2020 Share Incentive Plan, as amended, causing the option to convert to a cash-settled share appreciation right. Subject to the reporting person's continued employment with the Issuer, the cash-settled share appreciation right will vest over a four-year period beginning January 28, 2023. Twenty-five percent (25%) of the cash-settled share appreciation right will vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of the cash-settled share appreciation right will vest on a monthly pro-rata basis over the remaining vesting period. The restricted stock units ("RSU") were granted on January 28, 2022, and each RSU represented a contingent right to receive one ordinary share of the Issuer subject to shareholder approval; provided, that if such shareholder approval was not obtained at the 2022 AGM, then each RSU would represent the right to receive the economic equivalent of one ordinary share of the Issuer in cash on the applicable vesting date ( "Phantom Shares"). On August 11, 2022, the Issuer held it's the 2022 AGM, at which meeting the Issuer's shareholders did not approve an amendment to the Issuer's 2020 Share Incentive Plan, as amended, causing the RSU to convert to Phantom Shares. Subject to the reporting person's continued employment with the Issuer, the Phantom Shares will vest in equal annual installments over four years with the first installment vesting on January 28, 2023. /s/ J. Christopher Naftzger, by power of attorney 2022-08-15