SEC Form 4
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*
Behar Gregory

(Last) (First) (Middle)
AIMMUNE THERAPEUTICS, INC.
8000 MARINA BOULEVARD, SUITE 300

(Street)
BRISBANE CA 94005-1884

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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, $0.0001 par value 10/13/2020 J(1) 10,192 D $0.00 0 D
Common Stock, $0.0001 par value 10/13/2020 D 7,840(2) D $34.5 0 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) $24.9 10/13/2020 D 39,510 (3) (3) Common Stock 39,510 $9.6 0 D
Stock Option (right to buy) $18.26 10/13/2020 D 17,500 (3) (3) Common Stock 17,500 $16.24 0 D
Stock Option (right to buy) $32.79 10/13/2020 D 7,500 (3) (3) Common Stock 7,500 $1.71 0 D
Stock Option (right to buy) $19.9 10/13/2020 D 11,432 (3) (3) Common Stock 11,432 $14.6 0 D
Stock Option (right to buy) $17.11 10/13/2020 D 15,398 (3) (3) Common Stock 15,398 $17.39 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated August 29, 2020, by and between the Issuer, Societes des Produits Nestle S.A., and SPN MergerSub, Inc (the "Merger Agreement"), the securities were cancelled and will cease to exist, and no consideration was delivered in exchange for such cancellation.
2. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") that was outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") vested in full, terminated, and was converted into the right to receive a cash payment equal to (i) $34.50 per share (the "Offer Price") multiplied by (ii) the number of shares of common stock subject to the RSU.
3. Pursuant to the Merger Agreement, at the Effective Time, each stock option outstanding and unexercised immediately prior to the Effective Time vested in full, terminated and was converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock that were subject to such stock option immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Price over the per share exercise price of such stock option.
Remarks:
/s/ Douglas T. Sheehy, as Attorney-in-Fact for Gregory Behar 10/14/2020
** 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.
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