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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 | ||||||||
| Restricted Stock Units | (1) | 01/31/2018 | M | 2,000 | (4) | (4) | Common Stock | 2,000 | $ 0 | 9,000 | D | ||||
| Restricted Stock Units | (1) | 02/01/2018 | M | 3,063 | (5) | (5) | Common Stock | 3,063 | $ 0 | 18,375 | D | ||||
| Stock Option (Right to Buy) | $ 59.6 | 02/01/2018 | A | 35,000 | (6) | 01/31/2028 | Common Stock | 35,000 | $ 0 | 35,000 | D | ||||
| Restricted Stock Units | (1) | 02/01/2018 | A | 23,000 | (1)(7) | (1)(7) | Common Stock | 23,000 | $ 0 | 23,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Farrow Jeffrey S C/O GLOBAL BLOOD THERAPEUTICS, INC. 171 OYSTER POINT BLVD., SUITE 300 SOUTH SAN FRANCISCO, CA 94080 |
Chief Financial Officer | |||
| /s/ Lesley Ann Calhoun, as Attorney-in-Fact | 02/02/2018 | |
| **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) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. |
| (2) | Represents number of shares of Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 2,000 shares of Common Stock underlying the Reporting Person's RSUs. |
| (3) | Represents number of shares of Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 3,063 shares of Common Stock underlying the Reporting Person's RSUs. |
| (4) | On August 11, 2017, the Reporting Person was granted 15,000 RSUs, which vest in installments upon the achievement of specified market capitalization milestones of the Issuer on or before December 31, 2019, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting milestone. On January 31, 2018, one of the performance milestones was achieved, resulting in the vesting of 2,000 shares of Common Stock underlying the RSU grant. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| (5) | On January 17, 2017, the Reporting Person was granted 24,500 RSUs, which vest in equal semi-annual installments over 4 years from February 1, 2017, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| (6) | The shares underlying the option vest in 16 equal quarterly installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. This option is subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |
| (7) | The shares of Common Stock underlying the RSUs vest in 8 equal semi-annual installments over 4 years from February 1, 2018, so long as the Reporting Person continues as an employee or other service provider of the Issuer through each vesting date. The RSUs are subject to accelerated vesting upon termination without cause or resignation for good reason after a change of control of the Issuer. |