Statement of Changes in Beneficial Ownership (4)
March 11 2020 - 4:41PM
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
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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
*
Schwartz Aharon |
2. Issuer Name and Ticker or Trading Symbol
Foamix Pharmaceuticals Ltd.
[
FOMX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FOAMIX PHARMACEUTICALS, LTD., 2 HOLZMAN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
(Street)
REVOVOT, L3 7670402
(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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Ordinary Shares | 3/9/2020 | | D | | 112200 | D | (1)(2) | 0 | 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 |
Options | $11.8687 | 3/9/2020 | | D | | | 24000 | (3) | 6/22/2025 | Ordinary Shares | 24000 | (4) | 0 | D | |
Options | $4.687 | 3/9/2020 | | D | | | 21435 | (5) | 7/13/2027 | Ordinary Shares | 21435 | (4) | 0 | D | |
Options | $5.022 | 3/9/2020 | | D | | | 24883 | (6) | 5/8/2028 | Ordinary Shares | 24883 | (4) | 0 | D | |
Options | $2.66 | 3/9/2020 | | D | | | 49412 | (7) | 5/16/2029 | Ordinary Shares | 49412 | (4) | 0 | D | |
Options | $3.53 | 3/9/2020 | | D | | | 38156 | (8) | 2/27/2030 | Ordinary Shares | 38156 | (4) | 0 | D | |
Explanation of Responses: |
(1) | On March 9, 2020 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, as amended on December 4, 2019 (as amended, the "Merger Agreement"), by and among Menlo Therapeutics Inc., a Delaware corporation ("Menlo"), Foamix Pharmaceuticals Ltd., a company organized under the laws of Israel ("Foamix"), and Giants Merger Subsidiary Ltd., a direct, wholly owned subsidiary of Menlo ("Merger Sub"), Merger Sub merged with and into Foamix, with Foamix surviving as a wholly owned subsidiary of Menlo (the "Merger"). At the effective time of the Merger (the "Effective Time"), each ordinary share, par value NIS 0.16 per share, of Foamix ("Foamix Shares") issued and outstanding immediately prior to the Effective Time was deemed transferred under Israeli law to Menlo in exchange for the right to receive (i) 0.5924 shares (the "Exchange Ratio") of common stock of Menlo ("Menlo Common Stock") and (ii) one contingent stock right (continued in footnote 2) |
(2) | (a "CSR"; and collectively, the "CSRs") which are subject to the terms and conditions of the contingent stock rights agreement, dated as of March 9, 2020, by and between American Stock Transfer & Trust Company, LLC and Menlo (the "CSR Agreement"), as further described in that Current Report on Form 8-K filed by Menlo with the Securities and Exchange Commission on March 9, 2020 (collectively, the "Merger Consideration"). The closing price of a share of Menlo Common Stock on March 6, 2020, the last trading day before the Effective Time, was $4.15. No fractional share of Menlo Common Stock was issued in the Merger, and Foamix shareholders received cash in lieu of fractional shares, as specified in the Merger Agreement. |
(3) | The Options vested over a period of three years from June 22, 2015 (33.3% on each anniversary of such date). |
(4) | At the Effective Time, each option to purchase a Foamix Share (a "Foamix Option") was converted into an option to purchase Menlo Common Stock (an "Adjusted Option") with the same terms and conditions as applied to the Foamix Option immediately prior to the Effective Time; however, the Adjusted Option covers a number of shares of Menlo Common Stock equal to the product of (i) the number of Foamix Shares subject to the Foamix Option immediately prior to the Effective Time and (ii) the Exchange Ratio, and has an exercise price per share equal to the quotient of (i) the exercise price per Foamix Share subject to such Foamix Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. If the CSRs become convertible, then the Menlo board of directors will make equitable adjustments to the exercise price per share of and the number of shares of Menlo Common Stock that are subject to Adjusted Options. |
(5) | The ordinary shares underlying this option vest over a period of four years (25% on July 13, 2017 and 6.25% every three months thereafter) ending July 13, 2021. |
(6) | The ordinary shares underlying these options vested over a 12 month period, in equal, quarterly installments, ending May 8, 2019. |
(7) | The ordinary shares underlying these options vest over a 12 month period, in equal, quarterly installments, ending May 16, 2020. |
(8) | The ordinary shares underlying these options vest over a 12 month period, in equal, quarterly installments, ending February 27, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schwartz Aharon C/O FOAMIX PHARMACEUTICALS, LTD. 2 HOLZMAN STREET REVOVOT, L3 7670402 | X |
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Signatures
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/s/ Mutya Harsch as attorney-in-fact for Aharon Schwartz | | 3/11/2020 |
**Signature of Reporting Person | Date |
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