FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Deciphera Pharmaceuticals, Inc. [ DCPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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) | $1.89 | 10/02/2017 | M | 36,746(1) | (2) | 12/17/2025 | Common Stock | 207,614 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.89 | 10/02/2017 | M | 207,614(3) | (2) | 12/17/2025 | Common Stock | 207,614 | (1) | 207,614 | D | ||||
Stock Option (Right to Buy) | $1.89 | 10/02/2017 | M | 8,166(1) | (4) | 12/17/2025 | Common Stock | 46,137 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.89 | 10/02/2017 | M | 46,137(3) | (4) | 12/17/2025 | Common Stock | 46,137 | (1) | 46,137 | D | ||||
Stock Option (Right to Buy) | $3.95 | 10/02/2017 | M | 8,500(1) | (5) | 09/26/2026 | Common Stock | 48,025 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $3.95 | 10/02/2017 | M | 48,025(3) | (5) | 09/26/2026 | Common Stock | 48,025 | (1) | 48,025 | D | ||||
Stock Option (Right to Buy) | $6.13 | 10/02/2017 | M | 8,121(1) | (6) | 06/03/2027 | Common Stock | 45,883 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $6.13 | 10/02/2017 | M | 45,883(3) | (6) | 06/03/2027 | Common Stock | 45,883 | (1) | 45,883 | D | ||||
Stock Option (Right to Buy) | $29.71 | 02/16/2018 | A | 68,500 | (7) | 02/15/2028 | Common Stock | 68,500 | $0.00(7) | 68,500 | D |
Explanation of Responses: |
1. Immediately prior to the closing of the Issuer's initial public offering, these options to purchase common stock of Deciphera Pharmaceuticals, LLC were exchanged for options to purchase common stock of the Issuer on a 1 for 5.65 basis pursuant to that certain Reorganization Agreement and Plan of Merger by and among the Issuer, Deciphera Pharmaceuticals, LLC and the other parties named therein, dated September 26, 2017 (the "Merger Agreement"). These transactions were exempt from Section 16(b) in reliance upon Rule 16b-3 and Rule 16b-6(b). |
2. This stock option award was issued pursuant to Deciphera Pharmaceuticals, LLC's 2015 Equity Incentive Plan. The option vests in 16 equal quarterly installments at the end of each quarter following the vesting commencement date of June 6, 2014, subject to continued service through such dates. |
3. Represents the total number of options to purchase common stock of the Issuer received upon the exchange of options to purchase common stock of Deciphera Pharmaceuticals, Inc. for options to purchase common stock of the Issuer pursuant to the Merger Agreement. |
4. This stock option award was issued pursuant to Deciphera Pharmaceuticals, LLC's 2015 Equity Incentive Plan. The option vests in 48 equal monthly installments at the end of each month following the vesting commencement date of September 30, 2015, subject to continued service through such dates. |
5. This stock option award was issued pursuant to Deciphera Pharmaceuticals, LLC's 2015 Equity Incentive Plan. The option vests in 48 equal monthly installments at the end of each month following the vesting commencement date of July 1, 2016, subject to continued service through such dates. |
6. This stock option award was issued pursuant to Deciphera Pharmaceuticals, LLC's 2015 Equity Incentive Plan. The option vests in 48 equal monthly installments at the end of each month following the vesting commencement date of May 26, 2017, subject to continued service through such dates. |
7. This stock option was issued pursuant to the Issuer's 2017 Stock Option and Incentive Plan. The option vests in 48 equal monthly installments following the vesting commencement date of January 1, 2018, subject to continued service through such dates. |
Remarks: |
/s/ Jeffrey M. Held, Attorney-in-Fact | 09/20/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |