Statement of Changes in Beneficial Ownership (4)
September 02 2016 - 12:33PM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Stahl Wilhelm
|
2. Issuer Name
and
Ticker or Trading Symbol
Relypsa Inc
[
RLYP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Chief Technology Officer
|
(Last)
(First)
(Middle)
C/O RELYPSA, INC., 100 CARDINAL WAY
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2016
|
(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
9/1/2016
|
|
A
|
|
2917
(1)
|
A
|
$0.00
|
17646
|
D
|
|
Common Stock
|
9/1/2016
|
|
U
(2)
|
|
3479
|
D
|
$32.00
|
14167
|
D
|
|
Common Stock
|
9/1/2016
|
|
D
(3)
|
|
14167
|
D
|
$32.00
|
0
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Stock Option (Right to Buy)
|
$18.87
|
9/1/2016
|
|
A
|
|
11667
(4)
|
|
9/1/2016
|
11/5/2025
|
Common Stock
|
11667
|
$0.00
|
17500
|
D
|
|
Stock Option (Right to Buy)
|
$18.87
|
9/1/2016
|
|
D
|
|
|
17500
|
(3)
|
11/5/2025
|
Common Stock
|
17500
|
(3)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$3.96
|
9/1/2016
|
|
D
|
|
|
27759
|
(3)
|
9/13/2021
|
Common Stock
|
27759
|
(3)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$3.96
|
9/1/2016
|
|
D
|
|
|
46597
|
(3)
|
9/27/2022
|
Common Stock
|
46597
|
(3)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$7.40
|
9/1/2016
|
|
D
|
|
|
37789
|
(3)
|
7/23/2023
|
Common Stock
|
37789
|
(3)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$27.21
|
9/1/2016
|
|
D
|
|
|
24500
|
(3)
|
8/13/2024
|
Common Stock
|
24500
|
(3)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$28.38
|
9/1/2016
|
|
D
|
|
|
24500
|
(3)
|
8/9/2025
|
Common Stock
|
24500
|
(3)
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
On November 6, 2015, the Reporting Person was granted 4,375 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.
|
(
2)
|
Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
|
(
3)
|
Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.
|
(
4)
|
On November 6, 2015, the Reporting Person was granted an option to purchase 17,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Stahl Wilhelm
C/O RELYPSA, INC.
100 CARDINAL WAY
REDWOOD CITY, CA 94063
|
|
|
SVP, Chief Technology Officer
|
|
Signatures
|
/s/ Ronald A. Krasnow, as Attorney-in-Fact for Wilhelm Stahl
|
|
9/2/2016
|
**
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 4(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 control number.
|
RELYPSA INC (NASDAQ:RLYP)
Historical Stock Chart
From May 2024 to Jun 2024
RELYPSA INC (NASDAQ:RLYP)
Historical Stock Chart
From Jun 2023 to Jun 2024