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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 (Right to Buy) | $ 11.77 | 02/11/2019 | M | 10,249 | (10) | 06/20/2022 | Common Stock | 10,249 | $ 0 | 3,672 | D | ||||
| Stock Option (Right to Buy) | $ 14 | 02/11/2019 | M | 6,956 | (11) | 03/20/2023 | Common Stock | 6,956 | $ 0 | 13,926 | D | ||||
| Stock Option (Right to Buy) | $ 14.18 | 02/11/2019 | M | 8,772 | (10) | 12/26/2022 | Common Stock | 8,772 | $ 0 | 5,149 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Or Yat Sun C/O ENANTA PHARMACEUTICALS, INC. 500 ARSENAL STREET WATERTOWN, MA 02472 |
Sr. VP & CSO | |||
| /s/ Nathaniel S. Gardiner as attorney-in-fact | 02/13/2019 | |
| **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) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 23, 2016 |
| (2) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $88.08 to $88.99, inclusive. |
| (3) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.99, inclusive. |
| (4) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.785, inclusive. |
| (5) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $91.16 to $91.35, inclusive. |
| (6) | The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.13, inclusive. |
| (7) | Represents shares of Enanta common stock issued under a performance share unit ("PSU") award granted on January 4, 2017 that vested as a result of the achievement of a clinical development milestone in calendar 2018 as determined by the Compensation Committee of Enanta's Board of Directors, and then settled with the issuance of the shares of Enanta common stock on February 12, 2019. |
| (8) | Represents shares of Enanta common stock issued under a relative total stockholder return unit ("rTSRU") award granted to the reporting person on January 4, 2017 that was subject to performance-vesting restrictions based on the relative total stockholder return of Enanta's common stock in relation to the total stockholder return of the component companies in the Nasdaq Biotech Index over a two-year period. The performance level was determined by the Compensation Committee of Enanta's Board of Directors and the rTSRU settled with the issuance of the shares of Enanta common stock on February 12, 2019. |
| (9) | Represents the number of shares of common stock automatically forfeited by the reporting person to cover withholding taxes due as a result of settlement of the PSU and rTSRU awards. |
| (10) | 100% of the shares subject to the option are fully vested and exercisable. |
| (11) | The option, representing a right to purchase 41,763 shares of common stock, became or will become exercisable in up to nine installments, six of which are installments of 8.33% of the shares and three of which are installments of 16.67% of the shares, based on Enanta's achievement of certain clinical milestones with respect to three or more programs that progress to clinical development. As of the date of this filing, a total of 50% of the shares subject to the option have become exercisable. |