Statement of Changes in Beneficial Ownership (4)
October 14 2020 - 4:15PM
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
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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
*
FALBERG KATHRYN E |
2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc.
[
AIMT
]
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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 AIMMUNE THERAPEUTICS, INC., 8000 MARINA BOULEVARD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/10/2020 |
(Street)
BRISBANE, CA 94005-1884
(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, $0.0001 par value | 10/10/2020 | | U | | 65192 | D | $34.50 | 0 | D | |
Common Stock, $0.0001 par value | 10/10/2020 | | U | | 69894 | D | $34.50 | 0 | I | By: Trust (1) |
Common Stock, $0.0001 par value | 10/13/2020 | | D | | 7840 (2)(3) | D | $34.50 | 0 | D | |
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) | 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) | $15.40 | 10/13/2020 | | D | | | 19755 | (4) | (4) | Common Stock | 19755 | $19.10 | 0 | D | |
Stock Option (right to buy) | $18.26 | 10/13/2020 | | D | | | 17500 | (4) | (4) | Common Stock | 17500 | $16.24 | 0 | D | |
Stock Option (right to buy) | $32.79 | 10/13/2020 | | D | | | 7500 | (4) | (4) | Common Stock | 7500 | $1.71 | 0 | D | |
Stock Option (right to buy) | $19.90 | 10/13/2020 | | D | | | 11432 | (4) | (4) | Common Stock | 11432 | $14.60 | 0 | D | |
Stock Option (right to buy) | $17.11 | 10/13/2020 | | D | | | 15398 | (4) | (4) | Common Stock | 15398 | $17.39 | 0 | D | |
Explanation of Responses: |
(1) | These shares are held by the Trust. Reporting Person has sole voting, investment and dispositive power over the shares held by the Trust. |
(2) | Disposed of to SPN MergerSub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated August 29, 2020, by and between the Issuer, Societes des Produits Nestle S.A., ("Nestle"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock (other than those shares owned by Nestle and its affiliates) at a purchase price of $34.50 per share (the "Offer Price"). |
(3) | Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") that was outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") vested in full, terminated, and was converted into the right to receive a cash payment equal to (i) the Offer Price multiplied by (ii) the number of shares of common stock subject to the RSU. |
(4) | Pursuant to the Merger Agreement, at the Effective Time, each stock option outstanding and unexercised immediately prior to the Effective Time vested in full, terminated and was converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock that were subject to such stock option immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Price over the per share exercise price of such stock option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FALBERG KATHRYN E C/O AIMMUNE THERAPEUTICS, INC. 8000 MARINA BOULEVARD, SUITE 300 BRISBANE, CA 94005-1884 | X |
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Signatures
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/s/ Douglas T. Sheehy, as Attorney-in-Fact for Kathryn E. Falberg | | 10/14/2020 |
**Signature of Reporting Person | Date |
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