Statement of Changes in Beneficial Ownership (4)
April 05 2018 - 6:53PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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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
*
LYONS GARY A
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2. Issuer Name
and
Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC
[
NBIX
]
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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)
12780 EL CAMINO REAL
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2018
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(Street)
SAN DIEGO, CA 92130
(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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4/3/2018
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M
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15000
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A
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$7.05
(1)
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277066
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D
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Common Stock
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4/3/2018
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F
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1369
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D
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$77.23
(1)
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275697
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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
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$7.05
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4/3/2018
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M
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15000
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6/25/2011
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5/25/2018
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Common Stock
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15000
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$7.05
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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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The share issuance reported on Table I reflects shares issued upon the exercise of options granted on May 25, 2011, which, if unexercised would have expired on May 25, 2018. The option exercises are reported on Table II. These option exercises were pursuant to a net issuance arrangement effected under the issuer's 2003 Incentive Stock Plan, as amended. The number of shares issued pursuant to the net issuance arrangement was calculated as follows: the option exercise price ($7.05) was subtracted from the April 3, 2018 market close price ($77.23), and this net amount ($70.18) was then multiplied by the number of options (15,000), with the resulting amount then divided by the market close price to result in a net issuance of 13,631 shares to the optionee. The 1,369 shares underlying the remaining portion of the options are not available for re-issuance, and no shares were sold into the market as a part of the exercise in connection with a net issuance program.
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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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LYONS GARY A
12780 EL CAMINO REAL
SAN DIEGO, CA 92130
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X
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Signatures
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/s/ Darin Lippoldt, Attorney-in-Fact
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4/5/2018
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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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