Statement of Changes in Beneficial Ownership (4)
November 12 2019 - 4:36PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Hahn Mark W |
2. Issuer Name and Ticker or Trading Symbol
Dova Pharmaceuticals Inc.
[
DOVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O DOVA PHARMACEUTICALS, INC., 240 LEIGH FARM ROAD, SUITE 245 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/12/2019 |
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(Street)
DURHAM, NC 27707
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/12/2019 | | D | | 9024 (1) | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Employee Stock Option (Right to Buy) | $20.42 | 11/12/2019 | | D | | | 50000 | (2) | 10/7/2028 | Common Stock | 50000 | (2) | 0 | D | |
| Employee Stock Option (Right to Buy) | $8.82 | 11/12/2019 | | D | | | 250000 | (3) | 1/3/2029 | Common Stock | 250000 | (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed pursuant to an agreement and plan of merger by and between the Issuer, Swedish Orphan Biovitrum AB and Dragonfly Acquisition Corp. (the "Merger") in exchange for $27.50 per share of Issuer's common stock including any shares subject to each restricted stock unit on the effective date of the Merger, plus (ii) one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone. |
| (2) | This option, which provided for vesting over a period of four years as follows: 25% of the total shares subject to the option shall vest on October 8, 2019, and 1/48th of total shares subject to the option shall vest monthly thereafter over the remaining three years of the vesting period, was accelerated and canceled in the Merger in exchange for a cash payment of $354,000.00, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
| (3) | This option, which provided for vesting over a period of four years as follows: 25% of the total shares subject to the option shall vest on December 31, 2019, and 1/48th of total shares subject to the option shall vest monthly thereafter over the remaining three years of the vesting period, was accelerated and canceled in the Merger in exchange for a cash payment of $4,670,000.00, representing the difference between the exercise price of outstanding shares subject to the option and the market value of the underlying common stock on the effective date of the Merger ($27.50 per share). In addition, one non-transferable contingent value right per share, which represents the right to receive $1.50, without interest and subject to any withholding taxes, upon the achievement of a specified milestone was awarded to the Reporting Person for each outstanding share subject to the option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hahn Mark W
C/O DOVA PHARMACEUTICALS, INC.
240 LEIGH FARM ROAD, SUITE 245
DURHAM, NC 27707 |
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| Chief Financial Officer |
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Signatures
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| /s/ Mark Ballantyne, Attorney-in-Fact | | 11/12/2019 |
| **Signature of Reporting Person | Date |
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