0001171000-15-000002.txt : 20150204
0001171000-15-000002.hdr.sgml : 20150204
20150204194414
ACCESSION NUMBER: 0001171000-15-000002
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150204
FILED AS OF DATE: 20150204
DATE AS OF CHANGE: 20150204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nexvet Biopharma plc
CENTRAL INDEX KEY: 0001618561
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: NATL INST FOR BIOPROCESSING RESEARCH
STREET 2: FOSTERS AVENUE, MOUNT MERRION
CITY: BLACKROCK CO. DUBLIN
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353 1 215 8100
MAIL ADDRESS:
STREET 1: NATL INST FOR BIOPROCESSING RESEARCH
STREET 2: FOSTERS AVENUE, MOUNT MERRION
CITY: BLACKROCK CO. DUBLIN
STATE: L2
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: NEXVET BIOPHARMA Ltd
DATE OF NAME CHANGE: 20140903
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farrell Geraldine T
CENTRAL INDEX KEY: 0001632385
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36828
FILM NUMBER: 15577113
MAIL ADDRESS:
STREET 1: C/O NEXVET BIOPHARMA PLC
STREET 2: NATL INST, FOSTERS AVENUE, MOUNT MERRION
CITY: BLACKROCK
STATE: L2
ZIP: 00000
3
1
primary_doc.xml
PRIMARY DOCUMENT
X0206
3
2015-02-04
0
0001618561
Nexvet Biopharma plc
NVET
0001632385
Farrell Geraldine T
C/O NEXVET BIOPHARMA PLC
NATL INST, FOSTERS AVENUE, MOUNT MERRION
BLACKROCK
L2
00000
IRELAND
0
1
0
0
VP, Operations & G.C.
Ordinary Shares
6195
I
By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>
Ordinary Shares
40
I
By Nexvet EBT Limited
Series A Investment Preference Shares
Ordinary Shares
36
I
By Nexvet EBT Limited
Series B Preference Shares
Ordinary Shares
56
I
By Nexvet EBT Limited
Series B Preference Shares
Ordinary Shares
1696
I
By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>
Warrants to Purchase Shares
8.625
2014-06-02
2019-06-02
Ordinary Shares
636
I
By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>
Options to Purchase Shares
0.125
2015-07-01
2019-07-01
Ordinary Shares
12900
I
By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>
Options to Purchase Shares
0.125
2015-11-05
2023-11-05
Ordinary Shares
12389
I
By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>
The reporting person and her spouse share voting and dispositive power with respect to these reported securities.
The reporting person has sole voting and dispositive power over the reported securities pursuant to that certain Nominee Deed dated as of 11/14/14 by and between Nexvet EBT Limited and the persons named in the schedule hereto. Such Nominee Deed was executed in connection with the Issuer's November 2014 four-for-five share consolidation.
The Series A Investment Preference Shares and Series B Preference Shares will convert immediately upon the effectiveness of the initial public offering of the Issuer's ordinary shares on a one-for-one basis and have no Expiration Date.
Options to purchase 2,867 shares will vest and become exercisable on each of 7/1/15 and 7/1/16, and 2,866 will vest and become exercisable on 7/1/17. The remaining 4,300 options to purchase shares will vest and become exercisable upon successful completion of an efficacy trial for any Issuer product, as determined by the Issuer's board of directors which completion must occur on or before 7/1/19.
Options to purchase 6,159 shares will vest and become exercisable on 11/5/15, and the remaining 6,194 options to purchase shares will vest and become exercisable on 11/5/16.
/s/ Geraldine T. Farrell, By Damian Lismore, Attorney-in-Fact
2015-02-03
EX-24
2
farrelllpoa.txt
LIMITED POWER OF ATTORNEY
NEXVET BIOPHARMA PLC
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
makes, constitutes and appoints Damian Lismore and Geraldine Farrell,
and each of them, as the undersigned's true and lawful attorney-in-fact
(the "Attorney-in-Fact"), with full power of substitution and
resubstitution, each with the power to act alone for the undersigned
and in the undersigned's name, place and stead, in any and all
capacities to:
1. Prepare, execute, deliver and file with the United
States Securities and Exchange Commission, any national securities
exchange and Nexvet Biopharma plc (the "Company") any and
all reports (including any amendment thereto) of the undersigned
required or considered advisable under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, with respect to the equity securities of the
Company, including Form 3 (Initial Statement of Beneficial Ownership of
Securities), Form 4 (Statement of Changes in Beneficial Ownership), and
Form 5 (Annual Statement of Changes in Beneficial Ownership); and
2. Seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information on transactions in the Company's
equity securities from any third party, including the Company, brokers,
dealers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. This Limited Power of Attorney authorizes, but does not
require, the Attorney-in-Fact to act at his or her discretion on
information provided to such Attorney-in-Fact without independent
verification of such information;
2. Any documents prepared and/or executed by the
Attorney-in-Fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will contain such
information as the Attorney-in-Fact, in his or her discretion, deems
necessary or desirable;
3. Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the
requirements of Section 16 of the Exchange Act, any liability of the
undersigned for any failure to comply with such requirements, or any
liability of the undersigned for disgorgement of profits under
Section 16(b) of the Exchange Act; and
4. This Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under Section 16 of the Exchange Act, including, without,
limitation, the reporting requirements under Section 16(a) of the
Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power
and authority to do and perform each and every act and thing requisite,
necessary or convenient to be done in connection with the foregoing,
as fully, to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that the
Attorney-in-Fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by authority of this Limited Power
of Attorney.
This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4
or 5 with respect to the undersigned's holdings of and transactions in
equity securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Attorney-in-Fact.
This Limited Power of Attorney shall be governed and construed
in accordance the laws of the State of Delaware without regard to
the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power
of Attorney to be executed as of January 29, 2015.
Signature: /s/ Geraldine T. Farrell