|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 (Right to Buy) | $ 1.45 | 12/12/2018 | A | 183,500 | (1) | 12/11/2028 | Common Stock | 183,500 | $ 0 | 183,500 | D | ||||
Restricted Stock Units | (2) | 12/12/2018 | A | 91,800 | (3) | 12/11/2028 | Common Stock | 91,800 | $ 0 | 91,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SBLENDORIO GLENN C/O OPHTHOTECH CORPORATION ONE PENN PLAZA, 35TH FLOOR NEW YORK, NY 10119 |
X | President and CEO |
/s/ Todd Anderman, as Attorney-in-Fact for Glenn P. Sblendorio | 12/14/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan, each of these stock option awards will vest as follows: (1) no shares underlying the option shall vest unless, for a period of twenty consecutive trading days, the average closing sale price of the Registrant's common stock is equal to or exceeds 125% of the exercise price per share of such option (the "Performance Condition"), (2) subject to satisfaction of the Performance Condition, the option shall vest with respect to 25% of the shares subject to the option on the first anniversary of the grant date and with respect to the remaining shares in approximately equal monthly installments through the fourth anniversary of the grant date, and (3) such stock option shall be subject to "double-trigger" acceleration of vesting upon termination of employment following a change in control of the Registrant. |
(2) | Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. |
(3) | Subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan, the award of restricted stock units will vest with respect to 25% of the shares subject to the award on each of the first, second, third and fourth anniversaries of the grant date. |
Remarks: Exhibit Index: 24.1 Power of Attorney |