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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Ordinary Share Option (Right to Buy) | $ 11.62 | (3) | 10/31/2025 | Ordinary Shares | 7,505 | 7,505 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 8 | (4) | 04/29/2024 | Ordinary Shares | 3,500 | 3,500 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 9.95 | (5) | 10/31/2024 | Ordinary Shares | 5,025 | 5,025 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 5.73 | (6) | 10/31/2026 | Ordinary Shares | 8,726 | 8,726 | D | ||||||||
Ordinary Share Option (Right to Buy) | $ 5.21 | (7) | 10/31/2027 | Ordinary Shares | 9,597 | 9,597 | D | ||||||||
Restricted Stock Units | (1) | (8) | (8) | Ordinary Shares | 2,879 | 2,879 | D | ||||||||
Restricted Stock Units | (1) | 04/30/2019 | M | 4,681 | (9) | (9) | Ordinary Shares | 4,681 | $ 0 | 9,360 | D | ||||
Ordinary Share Option (Right to Buy) | $ 6.41 | (10) | 10/31/2028 | Ordinary Shares | 6,240 | 6,240 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILKERSON L JOHN C/O GALEN PARTNERS, 680 WASHINGTON BLVD STAMFORD, CT 06901 |
X | X |
/s/ John L. Wilkerson | 04/30/2019 | |
**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) | Restricted Stock Units convert into ordinary shares on a one-for-one basis. |
(2) | Includes 6,613,590 ordinary shares held of record by Galen V, 564,780 ordinary shares held by Galen International V, and 150,704 ordinary shares held of record by Galen Management, LLC. Mr. Wilkerson is a managing director of Galen Management, LLC, and shares voting and dispositive power over the securities held by Galen V, Galen International V and Galen Management, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. |
(3) | All 7,505 options have vested and remain exercisable. |
(4) | All 3,500 options have vested and remain exercisable. |
(5) | All 5,025 options have vested and remain exercisable. |
(6) | 5,818 options have vested and remain exercisable, 2,908 options will vest on October 31, 2019. |
(7) | 3,199 options vested on October 31, 2018 and remain exercisable, 3,199 options will vest on October 31, 2019 and 3,199 options will vest on October 31, 2020. |
(8) | On October 31, 2017, the Reporting Person was granted 5,758 restricted stock units, of which 2,879 have vested and have been exercised. The remaining 2,879 restricted stock units will vest on October 31, 2019. |
(9) | On October 31, 2018, the Reporting Person was granted 18,721 restricted stock units, of which 9,361 have vested and have been exercised. The remaining 9,360 restricted stock units will vest in two equal installments on July 30, 2019 and October 31, 2019. |
(10) | The options vest and become exercisable in three equal annual installments beginning October 31, 2019. |