0001209191-17-056237.txt : 20171005 0001209191-17-056237.hdr.sgml : 20171005 20171005202604 ACCESSION NUMBER: 0001209191-17-056237 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: Nussbaum Ran CENTRAL INDEX KEY: 0001609805 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36508 FILM NUMBER: 171125626 MAIL ADDRESS: STREET 1: C/O KITE PHARMA, INC. STREET 2: 2225 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 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 0001609805 Nussbaum Ran C/O KITE PHARMA, INC. 2225 COLORADO AVENUE SANTA MONICA CA 90404 1 0 0 0 Common Stock 2017-10-03 4 D 0 4360 D 0 D Common Stock 2017-10-03 4 D 0 3520 D 0 I See footnotes Common Stock 2017-10-03 4 D 0 2651 D 0 I See footnotes Common Stock 2017-10-03 4 D 0 1029 D 0 I See footnotes Common Stock 2017-10-03 4 D 0 2632 D 0 I See footnotes Director Stock Option (Right to Buy) 1.35 2017-10-03 4 D 0 50000 178.65 D 2024-03-24 Common Stock 50000 0 D Director Stock Option (Right to Buy) 59.23 2017-10-03 4 D 0 10000 120.77 D 2025-06-08 Common Stock 10000 0 D Director Stock Option (Right to Buy) 50.87 2017-10-03 4 D 0 7000 129.13 D 2026-05-31 Common Stock 7000 0 D Director Stock Option (Right to Buy) 91.21 2017-10-03 4 D 0 8810 88.79 D 2027-06-19 Common Stock 8810 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 and becoming a wholly-owned subsidiary of Parent (the "Merger"), and, pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person, other than the shares described in Note 3 below, was converted into the right to receive an amount in cash equal to $180.00 (the "per-share merger consideration"), without interest and subject to any required withholding of taxes. Includes 1,807 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, held by a non-employee director of the Company (each a "Director Restricted Stock Unit"). Pursuant to the terms of the Merger Agreement, each Director Restricted Stock Unit held by the Reporting Person fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of (A) $180.00, multiplied by (B) the total number of shares of Company common stock subject to such Director Restricted Stock Unit. The reporting person is a director of Pontifax Management 2 G.P. (2007) Ltd., which is the general partner of Pontifax Management II L.P., which is the general partner of Pontifax (Cayman) II, L.P., Pontifax (Israel) II, L.P. and Pontifax (Israel) II - Individual Investors, L.P. The securities are held in the name of Pontifax (Cayman) II L.P. The securities are held in the name of Pontifax (Israel) II, L.P. The securities are held in the name of Pontifax (Israel) II - Individual Investors L.P. The shares are held in the name of Magna 100 Ltd., of which the reporting person is President and Sultan. This option provided for vesting of 1/36th of the shares subject thereto on February 28, 2014, and for vesting of the remaining shares subject thereto in 35 equal monthly installments commencing March 30, 2014. This option was cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the option. This option provided for vesting in 12 equal monthly installments following June 9, 2015. This option provided for vesting in 12 equal monthly installments following June 1, 2016. This option provided for vesting in 12 equal monthly installments following June 20, 2017. /s/ David M. Tanen, Attorney-in-Fact 2017-10-05