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
Coherus BioSciences, Inc. [ CHRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2015 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, $0.0001 par value | 03/10/2015 | J(1) | 12 | A | $0.00 | 59 | D | |||
Common Stock, $0.0001 par value | 03/18/2015 | J(2)(3) | 33 | A | $0.00 | 92 | D | |||
Common Stock, $0.0001 par value | 03/10/2015 | J(1) | 96,098 | A | $0.00 | 2,653,857 | I | See Footnote(4) | ||
Common Stock, $0.0001 par value | 03/18/2015 | J(2)(3) | 239,364 | A | $0.00 | 2,893,221 | I | See Footnote(4) |
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) | $29 | 04/01/2015 | A | 20,000 | (5) | 03/31/2025 | Common Stock | 20,000 | $0.00 | 20,000 | D | ||||
Stock Option (Right to Buy) | $29 | 04/01/2015 | A | 25,000 | (6) | 03/31/2025 | Common Stock | 25,000 | $0.00 | 25,000 | D |
Explanation of Responses: |
1. On March 10, 2015, Reporting Person and Sofinnova Venture Partners VII, L.P. became entitled to receive shares of Issuer's common stock pursuant to the release of shares from escrow pursuant to the terms and conditions of that certain Agreement and Plan of Merger by and among Issuer, Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated as of January 8, 2014 ("Merger Agreement"), pursuant to which Issuer acquired InteKrin. The shares issued to Reporting Person had been held in escrow for satisfaction to the indemnification obligations of the former stockholders of InteKrin to Issuer. The release of the shares issued to Reporting Person by the escrow agent was executed on March 10, 2015 upon determination by the escrow agent under the Merger Agreement, stockholders' representative under the Merger Agreement and transfer agent to Issuer that all conditions for such release had been satisfied. |
2. On March 18, 2015, Reporting Person and Sofinnova Venture Partners VII, L.P. became entitled to receive shares of Issuer's common stock pursuant to an "earn out" provision included in that certain Agreement and Plan of Merger by and among Issuer, Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated as of January 8, 2014 (the "Merger Agreement"), pursuant to which Issuer acquired all outstanding common stock of InteKrin on January 8, 2014. The Merger Agreement provided that stockholders of InteKrin would receive additional shares of Issuer's common stock, for no additional consideration, upon the first dosing of a patient with INT 131 (the "Milestone"). (Continued in Footnote 3) |
3. The Milestone occurred on March 6, 2015, and as a result an earn out payment of an aggregate of 358,384 shares of Issuer's common stock was executed by the escrow agent and transfer agent on March 18, 2015 upon determination that all conditions for such release had been satisfied. |
4. The Reporting Person is one of the managing members of the general partner of Sofinnova Venture Partners VII, L.P. that directly holds the reported securities, and as such, may be deemed to share voting and investment power with respect to such securities. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his proportionate pecuniary interest in Sofinnova Ventures Partners VII, L.P. |
5. The underlying shares subject to the option vest and become exercisable in full on the earlier of (i) one year from the 2015 Annual Meeting scheduled for May 21, 2015, or (ii) the date of the 2016 Annual Meeting, subject to Reporting Person's continued service relationship with the Issuer on such vesting date. |
6. Option granted to Reporting Person pursuant to his position as Chairman of the Compensation Committee. The underlying shares subject to the option vest and become exercisable in full on the earlier to occur of (i) one year from the 2015 Annual Meeting to be held on May 21, 2015, or (ii) the date of the 2016 Annual Meeting, subject to Reporting Person's continued service relationship with the Issuer on such vesting date. |
Remarks: |
/s/ Matthew R. Hooper, as Attorney-in-Fact for James I. Healy, M.D., Ph.D. | 04/03/2015 | |
** 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. |