Statement of Changes in Beneficial Ownership (4)
April 07 2020 - 1:26PM
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
*
BIRD JEFFREY W |
2. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc.
[
FTSV
]
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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 SUTTER HILL VENTURES, 755 PAGE MILL ROAD, SUITE A-200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2020 |
(Street)
PALO ALTO, CA 94304
(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 | 4/7/2020 | | D | | 562500 (1) | D | (1) | 0 | I | By Ltd Partnership (BBV) (2) |
Common Stock | 4/7/2020 | | D | | 233564 (1) | D | (1) | 0 | I | By Trust (3) |
Common Stock | 4/7/2020 | | D | | 215375 (1) | D | (1) | 0 | I | By Ltd Partnership (NEST) (4) |
Common Stock | 4/7/2020 | | D | | 6596 (1) | D | (1) | 0 | I | By LLC (SHM) (5) |
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) | $8.7575 | 4/7/2020 | | D | | | 20645 | (6) | 4/26/2028 | Common Stock | 20645 | (6) | 0 | D | |
Stock Option (right to buy) | $10.81 | 4/7/2020 | | D | | | 10322 | (7) | 6/11/2029 | Common Stock | 10322 | (7) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to an agreement and plan of merger by and between the Issuer, Gilead Sciences, Inc. ("Gilead") and Toro Merger Sub, Inc. ("Purchaser") (the "Merger") in exchange for $95.50 per share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated March 10, 2020 (together with any amendments or supplements thereto, the "Offer to Purchase") and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. |
(2) | Shares held by Bluebird Ventures I, L.P. of which the Reporting Person is the managing director of the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein. |
(3) | Shares held by the Jeffrey W. and Christina R. Bird Trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein. |
(4) | Shares held by NestEgg Holdings, LP of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein. |
(5) | Shares held by SHM Investments, LLC, a limited liability company of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein. |
(6) | This option, which provided for vesting over a three-year period as follows: 1/36th of the shares subject to the option vest in a series of 36 successive equal monthly installments beginning on the date of the closing of the Issuer's initial public offering, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $1,790,798.91, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. |
(7) | This option, which provided for vesting on the one-year anniversary of the grant date, subject to Reporting Person's continuous service on such date, was canceled in the Merger in exchange for a cash payment of $874,170.18, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BIRD JEFFREY W C/O SUTTER HILL VENTURES 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA 94304 | X |
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Signatures
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/s/ Robert Yin, Attorney-in-Fact for Jeffrey W. Bird | | 4/7/2020 |
**Signature of Reporting Person | Date |
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