UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Amendment No. 1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
FIVE PRIME
THERAPEUTICS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
33830X104
(CUSIP Number
of Class of Securities)
Aron M. Knickerbocker
President and Chief Executive Officer
Five Prime Therapeutics, Inc.
111 Oyster Point Boulevard
South San Francisco, California 94080
(415)
365-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
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Laura A. Berezin
Jaime L. Chase
Cooley
LLP
3175 Hanover Street
Palo Alto, CA 94304
Telephone: (650)
843-5000
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Francis W. Sarena
Chief Strategy Officer and Secretary
Five Prime Therapeutics, Inc.
111 Oyster Point Boulevard
South San Francisco, California 94080
(415) 365-5600
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CALCULATION OF FILING FEE
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Transaction Valuation
1
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Amount of Filing Fee
2
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$11,734,829
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$1,422.26
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1
Estimated solely for purposes of calculating the amount of the filing
fee. The calculation of the transaction valuation assumes that all stock options to purchase shares of the issuers common stock that may be eligible for repricing in the offer will be tendered pursuant to this offer. This calculation assumes
stock options to purchase an aggregate of 510,932 shares of the issuers common stock, having an aggregate value of $11,734,829 as of June 24, 2019, calculated based on a Black-Scholes option pricing model, will be exchanged or cancelled
pursuant to this offer.
2
The amount of the filing fee, calculated in accordance with
Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, equals $121.20 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.01212% of the aggregate Transaction Valuation). The
Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,422.26
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Filing Party: Five Prime Therapeutics, Inc.
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Form or Registration No.: Schedule
TO-I
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Date Filed: July 1, 2019
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third party tender offer subject to Rule
14d-1.
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Issuer tender offer subject to Rule
13e-4.
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going-private transaction subject to Rule
13e-3.
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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