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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 | ||||||||
Stock Option (Right to Buy) | $ 9.49 | 05/04/2015 | A | 45,000 | 05/04/2015(7) | 05/04/2025 | Common Stock | 45,000 | $ 0 | 45,000 | D | ||||
Convertible Note due 2015 | $ 6 (5) | 05/04/2015 | C | $ 21,854 | (5) | (5) | Common Stock | 3,642 | $ 0 | 3,642 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dinerman Michael C/O VIKING THERAPEUTICS, INC. 11119 NORTH TORREY PINES ROAD, SUITE 50 SAN DIEGO, CA 92037 |
Chief Operating Officer |
/s/ Michael Morneau, as Attorney-in-Fact | 05/06/2015 | |
**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) | Of the shares repurchased by the Issuer, 901,216 shares were fully vested and 97,034 were subject to vesting. |
(2) | Shares were repurchased by the Issuer at a price of $0.00001 per share. |
(3) | Includes 56,091 shares of restricted stock that are subject to vesting, of which 11,214 will vest on May 26, 2015 and each month thereafter through and including August 26, 2015 and 11,235 which will vest on September 26, 2015. |
(4) | Represents a restricted stock award of common stock under the Issuer's 2014 Equity Incentive Plan. One third of the shares subject to the restricted stock award shall vest on each one year anniversary of the grant date of the award. |
(5) | The outstanding principal balance under the convertible note, plus all accrued and unpaid interest thereon, automatically converted into shares of common stock upon the closing of the Issuer's initial public offering at a conversion price equal to 75% of the price at which shares were sold to the public. The convertible note had no expiration date. |
(6) | Represents a restricted stock award of 20,186 shares of common stock granted under the Issuer's 2014 Equity Incentive Plan. All of the shares subject to the restricted stock award vested immediately upon grant. In order to satisfy certain tax withholding obligations, the Issuer repurchased 11,462 of these shares from the Reporting Person. |
(7) | 25% of the shares subject to the option were vested upon grant and 25% of the shares subject to the option will vest on each one year anniversary of the grant date. |