0001209191-17-056222.txt : 20171005 0001209191-17-056222.hdr.sgml : 20171005 20171005201638 ACCESSION NUMBER: 0001209191-17-056222 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171003 FILED AS OF DATE: 20171005 DATE AS OF CHANGE: 20171005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tomasello Shawn CENTRAL INDEX KEY: 0001617239 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36508 FILM NUMBER: 171125610 MAIL ADDRESS: STREET 1: C/O PHARMACYCLICS, INC STREET 2: 995 EAST ARQUES AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER NAME: FORMER CONFORMED NAME: Tomasello Shawn Fassbender DATE OF NAME CHANGE: 20140819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kite Pharma, Inc. CENTRAL INDEX KEY: 0001510580 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2225 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (310) 824-9999 MAIL ADDRESS: STREET 1: 2225 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-03 1 0001510580 Kite Pharma, Inc. KITE 0001617239 Tomasello Shawn C/O KITE PHARMA, INC. 2225 COLORADO AVENUE SANTA MONICA CA 90404 0 1 0 0 Chief Commercial Officer Common Stock 2017-09-25 5 G 0 E 5000 0.00 D 56068 D Common Stock 2017-10-03 4 U 0 16135 180.00 D 39933 D Common Stock 2017-10-03 4 D 0 39933 D 0 D Employee Stock Option (Right to Buy) 63.87 2017-10-03 4 D 0 93000 116.13 D 2025-12-16 Common Stock 93000 0 D Employee Stock Option (Right to Buy) 63.87 2017-10-03 4 D 0 67000 D 2025-12-16 Common Stock 67000 0 D Employee Stock Option (Right to Buy) 46.09 2017-10-03 4 D 0 38500 D 2026-12-21 Common Stock 38500 0 D On August 27, 2017, Kite Pharma, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gilead Sciences, Inc., a Delaware corporation ("Parent"), and Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). On October 3, 2017, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Company common stock held by the Reporting Person, other than the shares described in Notes 3 and 4 below, was validly tendered for $180 per share in cash, without interest and subject to any required withholding of taxes. Represents shares of Company common stock underlying restricted stock units with respect to Company common stock, including all time-vesting and all performance-vesting restricted stock units (each a "Company Restricted Stock Unit"), held by the Reporting Person. Pursuant to the terms of the Merger Agreement, each Company Restricted Stock Unit was assumed and converted into a restricted stock unit denominated in shares of Parent common stock, on the same terms and conditions as were then applicable under such Company Restricted Stock Unit (including applicable performance vesting conditions), and relating to a number of shares of Parent common stock equal to the product of (i) the total number of shares of Company common stock subject to such Company Restricted Stock Unit multiplied by (ii) the quotient of (A) $180.00 divided by (B) the volume-weighted average closing sale price of a share of Parent common stock for the fifteen full consecutive trading days ending on and including September 28, 2017 ($83.12) (such quotient, the "Equity Award Conversion Ratio"). This option provided for 25% vesting on December 17, 2016, and vesting thereafter in 36 equal monthly installments. This vested option was cancelled at the effective time of the Merger in exchange for a cash payment equal to $180.00, less the exercise price of the option. Pursuant to the terms of the Merger Agreement, each option to purchase Company common stock (each, a "Company Option") then outstanding and unexercised, other than any vested in-the-money Company Option, was assumed and converted into an option to purchase a number of shares of Parent common stock, on the same terms and subject to the same conditions as were applicable to such Company Option, equal to the product of (i) the total number of shares of Company common stock subject to such Company Option multiplied by (ii) the Equity Award Conversion Ratio, and with an exercise price equal to the quotient of (i) the exercise price of such Company Option divided by (ii) the Equity Award Conversion Ratio. This option provides for 25% vesting on December 22, 2017, and vesting thereafter in 36 equal monthly installments. /s/ David M. Tanen, Attorney-in-Fact 2017-10-05