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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
IVERIC bio, Inc. [ ISEE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 12/22/2021 | M(1) | 22,163 | A | $1.45 | 361,296 | D | |||
Common Stock | 12/22/2021 | S(1) | 22,163 | D | $16.5042(2) | 339,133 | D | |||
Common Stock | 12/23/2021 | M(1) | 22,608 | A | $1.45 | 361,741 | D | |||
Common Stock | 12/23/2021 | M(1) | 8,476 | A | $2.94 | 370,217 | D | |||
Common Stock | 12/23/2021 | S(1) | 31,084 | D | $16.9584(3) | 339,133 | D | |||
Common Stock | 12/23/2021 | G | 20,000(4) | D | $0 | 319,133 | D | |||
Common Stock | 12/23/2021 | G | 20,000(4) | D | $0 | 299,133 | D | |||
Common Stock | 12/23/2021 | G | 20,000(4) | D | $0 | 279,133 | D | |||
Common Stock | 20,000(4)(5) | I | By trust for family member 1 | |||||||
Common Stock | 20,000(4)(5) | I | By trust for family member 2 | |||||||
Common Stock | 20,000(4)(5) | I | By trust for family member 3 | |||||||
Common Stock | 12/27/2021 | M(1) | 5,229 | A | $1.45 | 284,362 | D | |||
Common Stock | 12/27/2021 | S(1) | 5,229 | D | $16.636(6) | 279,133 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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) | $1.45 | 12/22/2021 | M(1) | 22,163 | (7) | 12/11/2028 | Common Stock | 22,163 | $0 | 161,337 | D | ||||
Stock Option (Right to Buy) | $1.45 | 12/23/2021 | M(1) | 22,608 | (7) | 12/11/2028 | Common Stock | 22,608 | $0 | 138,729 | D | ||||
Stock Option (Right to Buy) | $2.94 | 12/23/2021 | M(1) | 8,476 | (8) | 12/18/2027 | Common Stock | 8,476 | $0 | 391,524 | D | ||||
Stock Option (Right to Buy) | $1.45 | 12/27/2021 | M(1) | 5,229 | (7) | 12/11/2028 | Common Stock | 5,229 | $0 | 133,500 | D |
Explanation of Responses: |
1. The exercises and sales reported on this form were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 11, 2021, as previously disclosed in the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 9, 2021. |
2. The sale price of the Reporting Person's shares represents the weighted average price of all shares sold by a broker in multiple transactions effected at prices ranging from $16.50 to $16.60 per share on December 22, 2021. The Reporting Person undertakes to provide upon request by the staff of the Securities Exchange Commission, the Registrant or a security holder of the Registrant, information regarding the number of shares sold at each price within the range. |
3. The sale price of the Reporting Person's shares represents the weighted average price of all shares sold by a broker in multiple transactions effected at prices ranging from $16.50 to $17.09 per share on December 23, 2021. The Reporting Person undertakes to provide upon request by the staff of the Securities Exchange Commission, the Registrant or a security holder of the Registrant, information regarding the number of shares sold at each price within the range. |
4. On December 23, 2021, the Reporting Person gifted a total of 60,000 shares of Registrant's common stock to three trusts of which the Reporting Person's immediate family members are the sole trustees and sole beneficiaries. |
5. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. The sale price of the Reporting Person's shares represents the weighted average price of all shares sold by a broker in multiple transactions effected at prices ranging from $16.50 to $16.85 per share on December 27, 2021. The Reporting Person undertakes to provide upon request by the staff of the Securities Exchange Commission, the Registrant or a security holder of the Registrant, information regarding the number of shares sold at each price within the range. |
7. This option was granted on December 12, 2018 and vests as follows: (1) no shares underlying the option shall vest unless, for a period of twenty consecutive trading days, the average closing sale price of the Registrant's common stock is equal to or exceeds 125% of the exercise price per share of such option (the "Performance Condition"), (2) subject to satisfaction of the Performance Condition, the option shall vest with respect to 25% of the shares subject to the option on the first anniversary of the grant date and with respect to the remaining shares in approximately equal monthly installments through the fourth anniversary of the grant date, and (3) such stock options shall be subject to "double-trigger" acceleration of vesting upon termination of employment following a change of control in the Registrant. |
8. This option was granted on December 19, 2017 and vests with respect to 25% of the shares subject to the option on the first anniversary of the grant date and with respect to the remaining shares in approximately equal monthly installments through the fourth anniversary of the grant date. |
/s/ Todd Anderman, as Attorney-in-Fact for Glenn P. Sblendorio | 12/27/2021 | |
** 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. |