4//SEC Filing
Goldman Steven M. 4
Accession 0001209191-19-056024
CIK 0001685071other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 4:33 PM ET
Size
13.7 KB
Accession
0001209191-19-056024
Insider Transaction Report
Form 4
Goldman Steven M.
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-11-12−10,083→ 0 totalExercise: $7.32Exp: 2027-05-24→ Common Stock (10,083 underlying) - Disposition to Issuer
Common Stock
2019-11-12−144,280→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-11-12−8,333→ 0 totalExercise: $9.36Exp: 2029-04-25→ Common Stock (8,333 underlying) - Disposition to Issuer
Common Stock
2019-11-12−5,000→ 0 total(indirect: By LLC)
Footnotes (4)
- [F1]Disposed pursuant to an agreement and plan of merger by and between the Issuer, Swedish Orphan Biovitrum AB and Dragonfly Acquisition Corp. (the "Merger") in exchange for $27.50 per share of Issuer's common stock including any shares subject to each restricted stock unit on the effective date of the Merger, plus (ii) one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone.
- [F2]These shares are held by the Steven M. Goldman Family LLC (the "LLC"), of which the Reporting Person is the Managing Member. The voting and investment decisions of the LLC are made by an independent external asset manager. The Reporting Person disclaims beneficial ownership of the shares held by the LLC except to the extent of his pecuniary interest in the LLC, if any, and the inclusion of these shares on this report shall not be deemed an admission that the Reporting Person beneficially owns the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
- [F3]This option, which provided for vesting over a period of three years as follows: (i) one-third of the total shares subject to the option shall vested on May 25, 2018, and (ii) 1/36th of total shares subject to the option shall vest monthly thereafter over the remaining two years of the vesting period, was accelerated and canceled in the Merger in exchange for a cash payment of 203,474.94, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option.
- [F4]This option, which provided for vesting monthly over one year from the grant date and in any event will be fully vested on the date of the next annual meeting of our stockholders, was accelerated and canceled in the Merger in exchange for a cash payment of $151,160.62, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option.
Documents
Issuer
Dova Pharmaceuticals Inc.
CIK 0001685071
Entity typeother
Related Parties
1- filerCIK 0001568216
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 4:33 PM ET
- Size
- 13.7 KB