Statement of Changes in Beneficial Ownership (4)
June 11 2021 - 6:04PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Bonita David P |
2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc.
[
TCDA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
7000 SHORELINE COURT, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2021 |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(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 | 6/10/2021 | | A | | 16403 (1) | A | $0 | 27584 | I (2) | By David P. Bonita (3) |
Common Stock | | | | | | | | 9614280 | I (4) | By OrbiMed Private Investments V, LP (3)(4) |
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) | $4.92 | 6/10/2021 | | A | | 57235 | | (5) | 6/9/2031 | Common Stock | 57235.0 | $0 | 57235 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units ("RSUs") that vest on the earlier of (i) the one-year anniversary of June 10, 2021 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock. |
(2) | These securities are held of record by David P. Bonita ("Bonita"), a member of OrbiMed Advisors LLC ("Advisors"). Pursuant to an agreement with Advisors and OrbiMed Capital GP V LLC ("GP V"), Bonita is obligated to transfer these securities, or the economic benefit thereof, to Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments V, LP ("OPI V"). |
(3) | Each of GP V and Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. GP V and Advisors have designated a representative, Bonita, to serve on the Company's board of directors. This report shall not be deemed an admission that GP V or Advisors is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. |
(4) | 4.These securities are held of record by OPI V. GP V is the general partner of OPI V and Advisors, a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI V. |
(5) | Subject to the Reporting Person's continuous service to the Issuer as a non-employee director through each vesting date, this option vests ratably on a monthly basis, on the monthly anniversary of June 10, 2021 ("Option Date"), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date ("Vesting Date"); provided, however, if the Next Annual Meeting occurs prior to the Vesting Date, then the option shall vest in full immediately prior to the Next Annual Meeting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bonita David P 7000 SHORELINE COURT, SUITE 201 SOUTH SAN FRANCISCO, CA 94080 | X | X |
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Signatures
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/s/ Geoffrey M. Parker, attorney-in-fact | | 6/11/2021 |
**Signature of Reporting Person | Date |
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