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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 | $ 81.49 | 02/05/2018 | A | 30,400 | (6) | 02/05/2028 | Common Stock | 30,400 | $ 0 | 30,400 | D | ||||
| Restricted Stock Unit | (7) | 02/05/2018 | A | 5,350 | (8) | (8) | Common Stock | 5,350 | $ 0 | 5,350 | D | ||||
| Restricted Stock Unit | (7) | 02/05/2018 | A | 12,250 | (9) | 03/15/2021 | Common Stock | 12,250 | $ 0 | 12,250 | D | ||||
| Restricted Stock Unit | (7) | 02/05/2018 | A | 15,000 | (8) | (8) | Common Stock | 15,000 | $ 0 | 15,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gano Kyle 12780 EL CAMINO REAL SAN DIEGO, CA 92130 |
Chief Business Development Off | |||
| /s/ Darin Lippoldt, Attorney-in-Fact | 02/07/2018 | |
| **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) | Sale of 1,375 shares of common stock issued upon vesting of 2,750 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (1,375) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan. |
| (2) | Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.49. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| (3) | Sale of 671 shares of common stock issued upon vesting of 1,925 restricted stock units on February 5, 2018 to cover payroll and withholding taxes, with the balance of the shares (1,254) maintained by the Reporting Person; the disposition reported in this Form 4 was effected by a broker pursuant to instructions set forth in a Rule 10b5-1 trading plan adopted by the Reporting Person at least 90 days prior to the transaction date in Box 2 above. Additionally, Issuer policy restricts the Reporting Person from amending, canceling, suspending or otherwise modifying any 10b5-1 trading plan subsequent to adoption of the plan. |
| (4) | Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.43 to $84.32. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| (5) | Payment of tax liability by withholding 658 shares of Common Stock incident to the vesting of a security issued in accordance with Rule 16b-3, with the balance of the shares (1,242) maintained by the Reporting Person. |
| (6) | Represents option of which 1/48th March 5, 2018 and an additional 1/48th of the shares underlying the option becomes vested and excercisable each month thereafter. |
| (7) | Each Restricted Stock Unit represents a contingent right to receive one share of the Neurocrine Common Stock. |
| (8) | The Restricted Stock Units will vest annually at 1/4 of the units vesting on each of February 5, 2019, February 5, 2020, February 5, 2021, and February 5, 2022. |
| (9) | A portion of this grant will vest upon FDA approval of opicapone within a specified time period, and portions of this grant will vest upon achievement of specified revenue milestones within a specified time period. |