Statement of Changes in Beneficial Ownership (4)
October 02 2015 - 2:17PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
*
Smither John W
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2. Issuer Name
and
Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC
[
KYTH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O KYTHERA BIOPHARMACEUTICALS, INC., 30930 RUSSELL RANCH ROAD, 3RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2015
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(Street)
WESTLAKE VILLAGE, CA 91362
(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
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10/1/2015
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D
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17960
(2)
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D
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(1)
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0
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D
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Common Stock
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10/1/2015
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D
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6216
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D
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(1)
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0
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I
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See Footnote
(3)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$5.90
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10/1/2015
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D
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14897
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(4)
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10/14/2020
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Common Stock
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14897
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(4)
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0
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D
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Stock Option (right to buy)
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$8.22
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10/1/2015
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D
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852
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(5)
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2/1/2022
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Common Stock
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852
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(5)
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0
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D
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Stock Option (right to buy)
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$27.50
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10/1/2015
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D
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6700
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(6)
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1/29/2023
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Common Stock
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6700
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(6)
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0
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D
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Stock Option (right to buy)
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$44.02
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10/1/2015
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D
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19266
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(7)
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1/22/2024
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Common Stock
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19266
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(7)
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0
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D
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Stock Option (right to buy)
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$38.53
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10/1/2015
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D
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45344
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(8)
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1/29/2025
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Common Stock
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45344
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(8)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 4, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Allergan plc (formerly known as Actavis plc) ("Allergan"), Keto Merger Sub, Inc. (a wholly owned subsidiary of Allergan) and Issuer, whereby each share of Issuer common stock was canceled in exchange for $75.00 in cash, without interest.
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(
2)
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Includes 575 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 21, 2015.
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(
3)
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Shares held by the 1994 Smither Family Trust dated March 1, 1994 as amended March 23, 2006, John W. Smither and Noretha V. Smither, Trustees.
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(
4)
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Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 3,937 shares of Allergan common stock at an exercise price of $22.31 per share.
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(
5)
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Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 225 shares of Allergan common stock at an exercise price of $31.11 per share.
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(
6)
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Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 1,770 shares of Allergan common stock at an exercise price of $104.04 per share.
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(
7)
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Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 5,092 shares of Allergan common stock at an exercise price of $166.55 per share.
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(
8)
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Pursuant to the Merger Agreement, this option, was assumed by Allergan in the Merger and automatically converted into an option to purchase 11,984 shares of Allergan common stock at an exercise price of $145.78 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Smither John W
C/O KYTHERA BIOPHARMACEUTICALS, INC.
30930 RUSSELL RANCH ROAD, 3RD FLOOR
WESTLAKE VILLAGE, CA 91362
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Chief Financial Officer
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Signatures
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/s/ Keith Klein, as Attorney-in-Fact for John Smither
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10/2/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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