|
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) | $ 20.42 | 05/07/2015 | A | 8,000 | (1) | 05/06/2025 | Common Stock | 8,000 | $ 0 | 8,000 | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WOOTEN RONALD J C/O NOVAQUEST CAPITAL MANAGEMENT, L.L.C. 4208 SIX FORKS ROAD, SUITE 920 RALEIGH, NC 27609 |
X | X | ||
| /s/ Gordon Ho, Attorney-in-Fact | 05/27/2015 | |
| **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) | The shares subject to the stock option shall vest on the one year anniversary of May 7, 2015, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) through such vesting date. The stock option represents an annual option grant pursuant to the Issuer's Non-Employee Director Compensation Policy. |
| (2) | The Reporting Person is a member of the investment committee of NQ HCIF GP, Ltd. ("NovaQuest GP Ltd.") which is the general partner of NQ HCIF General Partner, L.P. ("NovaQuest GP"), which is the general partner of NovaQuest Pharma Opportunities Fund III, L.P. ("NovaQuest"). Under NovaQuest's partnership agreement, the Reporting Person is deemed to hold the reported option for the benefit of NovaQuest, and must exercise the option solely upon the direction of NovaQuest, which is entitled to the shares issued upon exercise. NovaQuest, NovaQuest GP and NovaQuest GP Ltd. may be deemed indirect beneficial owners of the option, and the Reporting Person may be deemed the indirect beneficial owner of the option through his indirect interest in NovaQuest. The Reporting Person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. |
| Remarks: The purpose of this amendment is to include footnote 2 describing the form of ownership of stock option in Table II, Column 10, which was inadvertently omitted from the Reporting Person's original Form 4. | |