Statement of Changes in Beneficial Ownership (4)
October 25 2021 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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
*
Leproust Emily M. |
2. Issuer Name and Ticker or Trading Symbol
Twist Bioscience Corp
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TWST
]
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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 |
(Last)
(First)
(Middle)
C/O TWIST BIOSCIENCE CORPORATION, 681 GATEWAY BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/21/2021 |
(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 | 10/21/2021 | | M | | 1740 | A | $5.95 | 174222 | D | |
Common Stock | 10/21/2021 | | S(1) | | 1358 | D | $120.6199 (2) | 172864 | D | |
Common Stock | 10/21/2021 | | S(1) | | 382 | D | $121.3634 (3) | 172482 | D | |
Common Stock | 10/22/2021 | | F | | 936 (4) | D | $117.41 | 171546 | 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 |
Employee Stock Option (right to buy) | $26.66 | | | | | | | (5) | 11/18/2028 | Common Stock | 0 | | 266539 | D | |
Employee Stock Option (right to buy) | $23.33 | | | | | | | (6) | 10/23/2029 | Common Stock | 0 | | 131290 | D | |
Employee Stock Option (right to buy) | $8.82 | | | | | | | (7) | 9/28/2027 | Common Stock | 0 | | 186672 | D | |
Employee Stock Option (right to buy) | $5.95 | 10/21/2021 | | M | | | 1740 | (8) | 9/28/2025 | Common Stock | 1740 | $0 | 58513 | D | |
Explanation of Responses: |
(1) | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on May 28, 2021. |
(2) | Represents the weighted average sales price per share. The shares sold at prices ranging from $120.235 to $120.93 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(3) | Represents the weighted average sales price per share. The shares sold at prices ranging from $121.305 to $121.45 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(4) | Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of certain Restricted Stock Units ("RSUs") previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e) |
(5) | 20% of the shares subject to the option vested and became exercisable on October 31, 2019 and 1/60th of the shares subject to the option vest and become exercisable on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. |
(6) | 25% of the shares subject to the option vested on October 24, 2020, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. |
(7) | The option is immediately exercisable. 10% of the shares subject to the option vested on September 28, 2017, 15% of the shares subject to the option vested on September 28, 2018, and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. |
(8) | The option is immediately exercisable. 25% of the shares subject to the option vested on September 1, 2016 and 1/48th of the shares subject to the option vest on each monthly anniversary thereafter, subject to the Reporting Person's continuous service through each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Leproust Emily M. C/O TWIST BIOSCIENCE CORPORATION 681 GATEWAY BLVD. SOUTH SAN FRANCISCO, CA 94080 | X |
| President & CEO |
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Signatures
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/s/ William Solis, as Attorney-in-Fact for Emily M. Leproust | | 10/25/2021 |
**Signature of Reporting Person | Date |
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