Statement of Changes in Beneficial Ownership (4)
October 24 2022 - 5:59PM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Cappel Markus J. |
2. Issuer Name and Ticker or Trading Symbol
ChemoCentryx, Inc.
[
CCXI
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Bus. Officer & Treasurer |
(Last)
(First)
(Middle)
C/O CHEMOCENTRYX, INC., 835 INDUSTRIAL ROAD, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/20/2022 |
(Street)
SAN CARLOS, CA 94070
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 10/20/2022 | | D | | 87658 | D | (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 | $29.83 | 10/20/2022 | | D | | | 3801 | (3) | (3) | Common Stock | 3801 | (3) | 0 | D | |
Stock Option | $29.83 | 10/20/2022 | | D | | | 47599 | (3) | (3) | Common Stock | 47599 | (3) | 0 | D | |
Stock Option | $46.59 | 10/20/2022 | | D | | | 13963 | (3) | (3) | Common Stock | 13963 | (3) | 0 | D | |
Stock Option | $46.59 | 10/20/2022 | | D | | | 2137 | (3) | (3) | Common Stock | 2137 | (3) | 0 | D | |
Stock Option | $11.02 | 10/20/2022 | | D | | | 33197 | (3) | (3) | Common Stock | 33197 | (3) | 0 | D | |
Stock Option | $11.02 | 10/20/2022 | | D | | | 9095 | (3) | (3) | Common Stock | 9095 | (3) | 0 | D | |
Stock Option | $10.86 | 10/20/2022 | | D | | | 9524 | (3) | (3) | Common Stock | 9524 | (3) | 0 | D | |
Stock Option | $10.86 | 10/20/2022 | | D | | | 15268 | (3) | (3) | Common Stock | 15268 | (3) | 0 | D | |
Stock Option | $6.62 | 10/20/2022 | | D | | | 2708 | (3) | (3) | Common Stock | 2708 | (3) | 0 | D | |
Stock Option | $6.62 | 10/20/2022 | | D | | | 16250 | (3) | (3) | Common Stock | 16250 | (3) | 0 | D | |
Stock Option | $3.57 | 10/20/2022 | | D | | | 5606 | (3) | (3) | Common Stock | 5606 | (3) | 0 | D | |
Restricted Stock Unit | (4) | 10/20/2022 | | D | | | 61467 | (4) | (4) | Common Stock | 61467 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Reflects the disposition of securities pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2022, among Amgen Inc. ("Parent"), Carnation Merger Sub, Inc. ("Merger Sub") and ChemoCentryx, Inc. (the "Company"), pursuant to which, on October 20, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Shares," and each such share, a "Share") (other than any such Shares (i) held by the Company as treasury stock or owned by Parent or Merger Sub, (ii) held by any subsidiary of the Company or Parent (other than Merger Sub) or (iii) as to which appraisal rights have been properly exercised, |
(2) | (Continued from Footnote 1) and not withdrawn, in accordance with the Delaware General Corporation Law) was thereupon canceled and converted into the right to receive $52.00 in cash, without interest (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares. |
(3) | Pursuant to the Merger Agreement, immediately prior to the Effective Time, each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the Effective Time vested in full and was canceled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the number of Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the exercise price of such Company Option. |
(4) | At the Effective Time, each restricted stock unit of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time and that was (A) granted prior to August 3, 2022 or granted after August 3, 2022 and specified in the disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement and/or (B) granted to a non-employee member of the Board became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes and without interest, equal to (x) the total number of Shares underlying such restricted stock unit multiplied by (y) $52.00. The restricted stock units did not have an expiration date. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cappel Markus J. C/O CHEMOCENTRYX, INC. 835 INDUSTRIAL ROAD, SUITE 600 SAN CARLOS, CA 94070 |
|
| Chief Bus. Officer & Treasurer |
|
Signatures
|
/s/ Susan M. Kanaya, as Attorney-in-Fact | | 10/20/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
ChemoCentryx (NASDAQ:CCXI)
Historical Stock Chart
From Nov 2024 to Dec 2024
ChemoCentryx (NASDAQ:CCXI)
Historical Stock Chart
From Dec 2023 to Dec 2024
Real-Time news about ChemoCentryx Inc (NASDAQ): 0 recent articles
More Chemocentryx, Inc. News Articles