Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-027415
Date:2021-04-16
Issuer: FIVE PRIME THERAPEUTICS, INC. (FPRX)
Original Submission Date:

Reporting Person:

BERGER FRANKLIN M
C/O FIVE PRIME THERAPEUTICS, INC.
111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-04-16 D 5,000 d $38.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 22.15 2021-04-16 deemed execution date D 12,500 (d) common stock 12,500 $22.15 0 direct
STOCK OPTION (RIGHT TO BUY) 29.8 2021-04-16 deemed execution date D 10,000 (d) common stock 10,000 $29.80 0 direct
STOCK OPTION (RIGHT TO BUY) 17.27 2021-04-16 deemed execution date D 10,000 (d) common stock 10,000 $17.27 0 direct
STOCK OPTION (RIGHT TO BUY) 6.09 2021-04-16 deemed execution date D 15,000 (d) common stock 15,000 $6.09 0 direct
STOCK OPTION (RIGHT TO BUY) 4.14 2021-04-16 deemed execution date D 20,000 (d) common stock 20,000 $4.14 0 direct
Footnotes
IDfootnote
f1 pursuant to the agreement and plan of merger, dated march 4, 2021 (the "merger agreement"), by and among the five prime therapeutics, inc. (the "company"), amgen inc. ("parent") and franklin acquisition sub, inc., a wholly owned subsidiary of parent ("purchaser"), purchaser merged with and into the company, with the company surviving as a wholly owned subsidiary of parent (the "merger"), effective as of april 16, 2021. pursuant to the merger agreement, each issued and outstanding share of common stock of the company, par value $0.001 per share ("common stock"), was converted into the right to receive $38.00 per share (the "offer price") in cash, without interest, minus any applicable withholding taxes.
f2 pursuant to the merger agreement, immediately prior to the effective time of the merger, each option to purchase shares of common stock granted by the company that was then outstanding and unexercised was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of common stock subject to such option multiplied by (y) the excess, if any, of (a) the offer price minus (b) the exercise price payable per share under such option.
f3 not applicable.
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