FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/07/2019 |
3. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,916 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Incentive Stock Option | (1) | 10/02/2027 | Common Stock | 6,468 | $61.82 | D | |
Non-Qualified Stock Option | (1) | 10/02/2027 | Common Stock | 33,532 | $61.82 | D | |
Incentive Stock Option | (2) | 02/05/2028 | Common Stock | 1,085 | $81.49 | D | |
Non-Qualified Stock Option | (2) | 02/05/2028 | Common Stock | 24,965 | $81.49 | D | |
Incentive Stock Option | (3) | 02/07/2029 | Common Stock | 1,375 | $81.05 | D | |
Non-Qualified Stock Option | (3) | 02/07/2029 | Common Stock | 36,129 | $81.05 | D | |
Restricted Stock Unit | (4) | (4) | Common Stock | 5,625 | (5) | D | |
Restricted Stock Unit | (6) | (6) | Common Stock | 3,450 | (5) | D | |
Restricted Stock Unit | (7) | (7) | Common Stock | 6,941 | (5) | D | |
Restricted Stock Unit | (8) | 03/15/2021 | Common Stock | 12,250 | (5) | D | |
Restricted Stock Unit | (9) | 02/05/2020 | Common Stock | 12,250 | (5) | D |
Explanation of Responses: |
1. Option granted October 2, 2017 and vests at 25% upon first anniversary (October 2, 2018) and remaining 75% vesting in 36 equal monthly installments beginning November 2, 2018. |
2. Option granted February 5, 2018 and vests monthly over four years. |
3. Option granted February 7, 2019 and vests monthly over four years. |
4. 1/4th of the Restricted Stock Units vested on October 2, 2018. The remaining units vest equally on each of October 2, 2019, October 2, 2020, October 2, 2021. |
5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer Common Stock. |
6. 1/4th of the Restricted Stock Units vested on February 5, 2019. The remaining units vest equally on each of February 5, 2020, February 5, 2021, February 5, 2022. |
7. The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 7, 2020, February 7, 2021, February 7, 2022, and February 7, 2023. |
8. A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period. |
9. Performance Restricted Stock Units ("PRSU") will vest upon the date the Company has achieved both (1) obtaining positive pivotal clinical trial data for the treatment of Tourette syndrome with valbenazine and (2) FDA acceptance of a New Drug Application for the treatment of Tourette syndrome with valbenazine. |
Remarks: |
/s/ Darin Lippoldt, Attorney-in-Fact | 05/17/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |