Forty Seven Form 4 / Craig S Gibbs ownership change

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^*

Gibbs Craig S

(Last)

(First)

(Middle)

C/O FORTY SEVEN, INC.

1490 O'BRIEN DRIVE, SUITE A

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc. [ FTSV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2020		G	V	9,124	D	$0.00	9,124	I	By Living Family Trust⁽¹⁾
Common Stock	04/07/2020		D		9,124⁽²⁾	D	⁽²⁾	0	I	By Living Family Trust⁽¹⁾
Common Stock	04/07/2020		D		47,327⁽²⁾	D	⁽²⁾	0	I	By Annuity Trust (CSG)⁽³⁾
Common Stock	04/07/2020		D		47,327⁽²⁾	D	⁽²⁾	0	I	By Annuity Trust (KG)⁽⁴⁾
Common Stock	04/07/2020		D		5,924⁽²⁾⁽⁵⁾	D	⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.015	04/07/2020		D			112,903	⁽⁶⁾	01/21/2026	Common Stock	112,903	⁽⁶⁾	0	D
Stock Option (right to buy)	$5.27	04/07/2020		D			64,515	⁽⁷⁾	11/27/2027	Common Stock	64,515	⁽⁷⁾	0	D
Stock Option (right to buy)	$8.7575	04/07/2020		D			72,902	⁽⁸⁾	04/26/2028	Common Stock	72,902	⁽⁸⁾	0	D
Stock Option (right to buy)	$35.75	04/07/2020		D			60,235	⁽⁹⁾	12/12/2029	Common Stock	60,235	⁽⁹⁾	0	D

Explanation of Responses:

1. Shares held by Craig Stafford Gibbs & Kit Gibbs, Trustees of the Craig S. & Kit Gibbs Living Family Trust dated December 19, 2001.

2. Disposed of pursuant to an agreement and plan of merger by and between the Issuer, Gilead Sciences, Inc. ("Gilead") and Toro Merger Sub, Inc. ("Purchaser") (the "Merger") in exchange for $95.50 per share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated March 10, 2020 (together with any amendments or supplements thereto, the "Offer to Purchase") and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

3. Shares held by Craig Stafford Gibbs, Trustee of the Craig Stafford Gibbs 2018 Annuity Trust dated June 7, 2018.

4. Shares held by Craig Stafford Gibbs, Trustee of the Kit Gibbs 2018 Annuity Trust dated June 7, 2018.

5. Represents shares acquired under the Forty Seven, Inc. 2018 Employee Stock Purchase Plan.

6. This option was canceled in the Merger in exchange for a cash payment of $10,554,736.96, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.

7. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning November 8, 2017, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $5,821,188.45, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.

8. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning March 1, 2019, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $6,323,701.74, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.

9. This option, which provided for vesting over a four-year period as follows: 1/48th of the shares subject to the option vest in a series of 48 successive equal monthly installments beginning December 13, 2019, subject to Reporting Person's continuous service as of each such date, was accelerated and canceled in the Merger in exchange for a cash payment of $3,599,041.25, representing the difference between the market value of the common stock underlying the option on the effective date of the Merger ($95.50 per share) and the exercise price applicable to each share of common stock underlying the option, which difference is multiplied by the total number of shares of common stock subject to the option.

Remarks:

	/s/ John T. McKenna, Attorney-in-Fact for Craig S. Gibbs	04/07/2020
	** 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.
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.

Forty Seven (FTSV) Form 4Forty Seven / Craig S Gibbs ownership change