Statement of Changes in Beneficial Ownership (4)
07 Noviembre 2017 - 4:11PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
MIGAUSKY GEORGE V
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2. Issuer Name
and
Ticker or Trading Symbol
Dimension Therapeutics, Inc.
[
DMTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DIMENSION THERAPEUTICS, INC., 840 MEMORIAL DRIVE, 4TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2017
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(Street)
CAMBRIDGE, MA 02139
(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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$4.09
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11/7/2017
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D
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55772
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(1)
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6/2/2025
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Common Stock
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55772
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(1)
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0
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D
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Stock Option (Right to Buy)
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$7.08
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11/7/2017
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D
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32069
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(2)
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5/18/2026
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Common Stock
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32069
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(2)
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0
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D
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Stock Option (Right to Buy)
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$1.15
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11/7/2017
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D
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17000
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(3)
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5/24/2027
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Common Stock
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17000
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(3)
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0
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D
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Explanation of Responses:
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(1)
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This stock option, which vests in equal monthly installments over 48 months beginning June 3, 2015, was assumed by Ultragenyx Pharmaceutical Inc. ("Ultragenyx"), and converted in accordance with the exchange ratio as set forth in the Agreement and Plan of Merger dated October 2, 2017 between the Issuer, Ultragenyx and Mystic River Merger Sub Inc., a direct, wholly-owned subsidiary of Ultragenyx.
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(2)
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These options were assumed by Ultragenyx and converted in accordance with the exchange ratio as set forth in the Merger Agreement.
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(3)
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These options, which vest in full on the earlier of May 25, 2018 or the Issuer's next annual meeting of stockholders, subject to the director's continued service on the Board, were assumed by Ultragenyx and converted in accordance with the exchange ratio as set forth in the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MIGAUSKY GEORGE V
C/O DIMENSION THERAPEUTICS, INC.
840 MEMORIAL DRIVE, 4TH FLOOR
CAMBRIDGE, MA 02139
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X
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Signatures
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/s/ Mary Thistle, as Attorney-in-Fact for George V. Migausky
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11/7/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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