Statement of Changes in Beneficial Ownership (4)
March 13 2018 - 6:08PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Azelby Robert
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2. Issuer Name
and
Ticker or Trading Symbol
Cascadian Therapeutics, Inc.
[
CASC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CASCADIAN THERAPEUTICS, INC., 3101 WESTERN AVE., SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2018
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(Street)
SEATTLE, WA 98121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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3/9/2018
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D
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12437
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(2)
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(3)
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Common Stock
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12437
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(1)
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0
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D
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Restricted Stock Units
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(4)
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3/9/2018
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D
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13927
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(5)
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(3)
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Common Stock
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13927
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(4)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to that certain Agreement and Plan of Merger, dated January 30, 2018, among Seattle Genetics, Inc., Valley Acquisition Sub, Inc., and Cascadian Therapeutics, Inc. (the "Merger Agreement"), the restricted stock units were cancelled in exchange for a cash payment of $124,370.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.
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(2)
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The restricted stock units were granted on April 3, 2017 and vest on the one-year anniversary of the grant date.
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(3)
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The restricted stock units expire upon the earlier of the settlement of the units and the unitholder's termination of service.
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(4)
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Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $139,270.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price of $10.00 per share.
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(5)
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The restricted stock units were granted on June 9, 2017 and vest on the one-year anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Azelby Robert
C/O CASCADIAN THERAPEUTICS, INC.
3101 WESTERN AVE., SUITE 600
SEATTLE, WA 98121
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X
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Signatures
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/s/Julia M. Eastland (Attorney-in-Fact)
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3/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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