Statement of Changes in Beneficial Ownership (4)
October 16 2017 - 5:18PM
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
*
Blobel Friedhelm
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2. Issuer Name
and
Ticker or Trading Symbol
SCICLONE PHARMACEUTICALS INC
[
SCLN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO, Director
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(Last)
(First)
(Middle)
950 TOWER LANE, SUITE 900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2017
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(Street)
FOSTER CITY, CA 94404
(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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Common Stock
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10/13/2017
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M
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95000
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A
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(1)
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237299
(2)
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D
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Common Stock
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10/13/2017
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A
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150000
(3)
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A
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$0.00
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387299
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D
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Common Stock
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10/13/2017
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D
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387299
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D
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$11.18
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0
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D
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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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Non-Qualified Stock Option (right to buy)
(4)
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$5.13
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10/13/2017
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D
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142610
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(5)
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5/12/2021
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Common Stock
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142610
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$6.05
(6)
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0
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D
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Non-Qualified Stock Option (right to buy)
(4)
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$6.22
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10/13/2017
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D
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200000
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(7)
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3/15/2022
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Common Stock
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200000
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$4.96
(6)
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0
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D
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Non-Qualified Stock Option (right to buy)
(4)
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$4.53
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10/13/2017
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D
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200000
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(8)
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4/4/2023
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Common Stock
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200000
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$6.65
(6)
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0
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D
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Non-Qualified Stock Option (right to buy)
(4)
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$4.52
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10/13/2017
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D
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200000
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(9)
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3/14/2024
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Common Stock
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200000
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$6.66
(6)
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0
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D
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Incentive Stock Option (right to buy)
(4)
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$8.83
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10/13/2017
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D
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42725
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(10)
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3/16/2025
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Common Stock
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42725
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$2.35
(6)
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0
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D
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Restricted Stock Unit
(4)
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(1)
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10/13/2017
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M
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10000
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(11)
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(11)
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Common Stock
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10000
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(1)
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0
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D
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Non-Qualified Stock Option (right to buy)
(4)
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$8.83
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10/13/2017
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D
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97275
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(10)
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3/16/2025
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Common Stock
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97275
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$2.35
(6)
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0
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D
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Restricted Stock Unit
(4)
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(1)
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10/13/2017
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M
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50000
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(11)
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(11)
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Common Stock
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50000
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(1)
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0
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D
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Incentive Stock Option (right to buy)
(12)
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$9.12
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10/13/2017
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D
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11243
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(13)
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3/15/2026
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Common Stock
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11243
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$2.06
(6)
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0
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D
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Non-Qualified Stock Option (right to buy)
(12)
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$9.12
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10/13/2017
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D
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128757
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(13)
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3/15/2026
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Common Stock
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128757
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$2.06
(6)
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0
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D
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Restricted Stock Unit
(12)
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(1)
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10/13/2017
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M
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15000
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(11)
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(11)
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Common Stock
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15000
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(1)
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0
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D
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Incentive Stock Option (right to buy)
(12)
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$9.65
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10/13/2017
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D
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10843
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(14)
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3/8/2027
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Common Stock
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10843
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$1.53
(6)
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0
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D
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Non-Qualified Stock Option (right to buy)
(12)
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$9.65
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10/13/2017
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D
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129157
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(14)
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3/8/2027
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Common Stock
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129157
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$1.53
(6)
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0
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D
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Restricted Stock Unit
(12)
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(1)
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10/13/2017
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M
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20000
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(11)
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(11)
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Common Stock
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20000
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(1)
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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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Each restricted stock unit represented a contingent right to receive one share of SCLN common stock upon settlement.
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(2)
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Includes 216 shares of SCLN common stock acquired under Issuer's 2016 Employee Stock Purchase Plan on October 6, 2017 and 746 shares of SCLN common stock acquired under Issuer's 2016 Employee Stock Purchase Plan on August 31, 2017.
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(3)
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Shares of SCLN common stock received in settlement of performance rights not constituting derivative securities.
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(4)
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Granted under Issuer's 2005 Equity Incentive Plan.
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(5)
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Under its terms the option became exercisable in installments with 25% vesting on April 5, 2012 and 2.0833% vesting each month thereafter until it became vested in full on April 5, 2015.
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(6)
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The option was canceled immediately prior to the merger of Issuer and Silver Delaware Investment Limited (the "Merger") in exchange for a cash payment per share from the Issuer in an amount equal to the excess of $11.18 per share over the exercise price.
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(7)
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Under its terms the option became exercisable in installments with 25% vesting on March 15, 2013 and 2.0833% vesting each month thereafter until it became vested in full on March 15, 2016.
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(8)
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Under its terms the option became exercisable in installments with 25% vesting on April 4, 2014 and 2.0833% vesting each month thereafter until it became vested in full on April 4, 2017.
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(9)
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Under its terms the option became exercisable in installments with 25% vesting on March 14, 2015 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger.
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(10)
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Under its terms the option became exercisable in installments with 25% vesting on March 16, 2016 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger.
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(11)
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Restricted stock units became fully vested and entitled to settlement immediately prior to the Merger and terminated upon settlement in shares of SCLN common stock.
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(12)
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Granted under Issuer's 2015 Equity Incentive Plan.
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(13)
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Under its terms the option became exercisable in installments with 25% vesting on March 15, 2017 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger.
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(14)
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Under its terms the option became exercisable in installments with 25% to vest on March 8, 2018 and 2.0833% vesting each month thereafter until it became vested in full immediately prior to the Merger.
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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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Blobel Friedhelm
950 TOWER LANE, SUITE 900
FOSTER CITY, CA 94404
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X
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President, CEO, Director
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Signatures
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/s/ Friedhelm Blobel, Ph.D.
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10/16/2017
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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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