Statement of Changes in Beneficial Ownership (4)
July 18 2019 - 7:54PM
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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hours per response...
0.5
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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
*
TOOMAN CRAIG A
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2. Issuer Name
and
Ticker or Trading Symbol
ARATANA THERAPEUTICS, INC.
[
PETX
]
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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 and CEO
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(Last)
(First)
(Middle)
C/O ARATANA THERAPEUTICS, INC., 11400 TOMAHAWK CREEK PARKWAY, SUITE 340
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/18/2019
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(Street)
LEAWOOD, KS 66211
(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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7/18/2019
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D
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307501
(1)
(2)
(3)
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D
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(1)
(2)
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0
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D
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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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$0.40
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7/18/2019
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D
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15042
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(4)
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(4)
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Common Stock
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15042
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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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$5.57
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7/18/2019
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D
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6016
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(4)
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(4)
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Common Stock
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6016
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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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$21.14
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7/18/2019
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D
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90450
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(4)
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(4)
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Common Stock
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90450
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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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$18.42
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7/18/2019
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D
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25000
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(4)
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(4)
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Common Stock
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25000
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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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$17.18
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7/18/2019
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D
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32500
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(4)
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(4)
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Common Stock
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32500
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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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$3.14
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7/18/2019
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D
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57500
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(4)
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(4)
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Common Stock
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57500
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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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$8.02
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7/18/2019
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D
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45000
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(4)
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(4)
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Common Stock
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45000
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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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$4.83
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7/18/2019
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D
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60000
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(4)
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(4)
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Common Stock
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60000
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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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$4.22
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7/18/2019
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D
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222222
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(4)
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(4)
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Common Stock
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222222
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(4)
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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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On July 18, 2019, pursuant to that certain Agreement and Plan of Merger dated April 26, 2019 (the "Merger Agreement") among Aratana Therapeutics, Inc. (the "Company"), Elanco Animal Health Incorporated ("Elanco") and Elanco Athens, Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco ("Elanco Athens"), Elanco Athens merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Elanco. Pursuant to the Merger Agreement, each outstanding share of Company common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive (A) 0.1481 validly issued, fully paid and non-assessable shares of Elanco common stock (the "Stock Consideration"), having a market value of $4.91 on the effective date of the Merger, and (B) one contingent value right, which represents the contractual right to receive a contingent cash (continued in footnote 2)
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(2)
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(continued from footnote 1) payment of $0.25 per share of Company common stock if a specified milestone is achieved within agreed time periods, subject to and in accordance with the CVR Agreement, dated July 18, 2019, by and among Elanco, Broadridge Corporate Issuer Solutions, Inc., and UMB Bank, National Association (together with the Stock Consideration, the "Merger Consideration").
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(3)
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Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, the vesting of all outstanding unvested Company restricted stock awards was accelerated in full and each such restricted stock award was cancelled and terminated as of the effective time of the Merger. Each holder of a Company restricted stock award received the right to the Merger Consideration due with respect to the shares of Company common stock received in exchange for such accelerated restricted stock awards.
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(4)
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Immediately prior to the effective time of the Merger, the vesting of each outstanding Company option was accelerated in full and each such option was net exercised and immediately cancelled and terminated. Each holder of such a Company option was treated as holding the number of shares of Company common stock issuable upon exercise of the option in full multiplied by the Net Exercise Ratio (as defined in the Merger Agreement), and received the Merger Consideration with respect to such shares.
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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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TOOMAN CRAIG A
C/O ARATANA THERAPEUTICS, INC.
11400 TOMAHAWK CREEK PARKWAY, SUITE 340
LEAWOOD, KS 66211
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X
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President and CEO
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Signatures
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/s/ John C. Ayres, Attorney-in-Fact for Craig A. Tooman
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7/18/2019
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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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