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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Obalon Therapeutics Inc | NASDAQ:OBLN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.05 | 2.81 | 2.87 | 0 | 01:00:00 |
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-1828101
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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5421 Avenida Encinas, Suite F
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Carlsbad, California
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92008
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value per share
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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S
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Smaller reporting company
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S
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Emerging growth company
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S
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Table of Contents
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Page
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Name
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Age
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Position
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Independent
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Committee Membership
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CLASS I DIRECTORS - Terms to Expire at the 2020 Annual Meeting
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||||
Douglas Fisher, M.D.
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43
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Director
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X
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Nominating and Corporate Governance
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Sharon Stevenson, DVM Ph.D.
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69
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Director
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X
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Audit
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CLASS II DIRECTORS - Terms to Expire at the 2021 Annual Meeting
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||||
Raymond Dittamore
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76
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Director
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X
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Audit
Compensation (Chair)
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Les Howe
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74
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Director
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X
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Nominating and Corporate Governance
Audit (Chair)
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David Moatazedi
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41
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Director
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X
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Audit
Compensation
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CLASS III DIRECTORS - Terms to Expire at the 2022 Annual Meeting
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||||
Kim Kamdar, Ph.D.
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51
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Director
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X
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Nominating and Corporate Governance (Chair)
Compensation
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Andrew Rasdal
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60
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Executive Chairman of the Board of Directors
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Kelly Huang, Ph.D.*
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50
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President and Chief Executive Officer, Director
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Name
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Age
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Position
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Kelly Huang, Ph.D.
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50
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President, Chief Executive Officer, and Director
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Andrew Rasdal
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60
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Executive Chairman
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William Plovanic
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50
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Chief Financial Officer
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Mark Brister
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57
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Chief Technology Officer
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Amy VandenBerg
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43
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Chief Clinical and Regulatory Affairs Officer
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Nooshin Hussainy
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61
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Vice President of Finance
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Robert Mondore
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46
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Vice President of Operations
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Daina Schmidt
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57
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Vice President of Marketing
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Neil Drake
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42
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Vice President of Research and Development
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C
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Committee Chairperson
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†
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Financial Expert
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•
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overseeing our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements;
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•
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overseeing our compliance with legal and regulatory requirements;
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•
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reviewing and approving related-person transactions;
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•
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selecting, hiring and determining the compensation of our independent registered public accounting firm;
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•
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the qualifications, independence and performance of our independent auditors; and
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•
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the preparation of the audit committee report to be included in our annual proxy statement.
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•
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Andrew Rasdal, Chief Executive Officer (Executive Chairman effective January 1, 2019);
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•
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Kelly Huang, Ph.D., President and Chief Operating Officer (Chief Executive Officer effective January 1, 2019); and
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•
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William Plovanic, Chief Financial Officer.
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Name and principal position in 2018
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)(1)
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Option
Awards
($)(2)
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Non-equity
incentive plan
compensation
(3)
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All other
compensation
($)(4)
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Total ($)
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Andrew Rasdal
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2018
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650,000
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—
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—
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1,145,130(5)
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520,000
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978
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2,316,108
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Chief Executive Officer
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2017
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650,000
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—
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—
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—
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520,000
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1,184
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1,171,184
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Kelly Huang, Ph.D.
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2018
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432,000
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—
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183,950
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305,368
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199,800
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4,242
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1,125,360
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President and Chief Operating Officer
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2017
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137,045
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75,000
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—
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1,382,577
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63,379
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15,244
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1,673,245
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William Plovanic
Chief Financial Officer
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2018
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400,000
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—
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127,350
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381,710
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155,000
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949
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1,065,009
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(1)
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The amounts shown represent the full grant date fair value of restricted stock awards granted to the Named Executive Officer in the applicable year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, rather than the amounts paid to or realized by the Named Executive Officer. For a discussion of valuation assumptions used in the calculations, see Notes 2 and 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 22, 2019. There can be no assurance that unvested awards will vest (and, absent vesting, no value will be realized by the executive for the award).
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(2)
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The amounts shown represent the aggregate grant date fair value of stock options granted to each Named Executive Officer in the applicable year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of valuation assumptions used in the calculations, see Notes 2 and 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 22, 2019. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our Named Executive Officers from the options. There can be no assurance that unvested awards will vest (and, absent vesting and exercise, no value will be realized by the executive for the award).
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(3)
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Amounts for 2018 represent cash incentives paid in January 2019 with respect to 2018 performance under our 2018 bonus plan. For additional information, see “— Cash Incentive Payments”, below.
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(4)
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Amount represents $978 for company-paid life insurance premiums and long-term disability benefits for Mr. Rasdal and Dr. Huang and for Mr. Plovanic amount represents $949 for company-paid life insurance premiums and long-term disability benefits. Amount for Dr. Huang also includes reimbursement of $3,264 for travel expenses associated with his commute from Austin, Texas to San Diego, California pursuant to the terms of his offer letter agreement which provides that we will reimburse him for one round-trip coach class airfare ticket between Austin and San Diego for each month of the first year of his employment.
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(5)
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Amount represents the grant date fair value of a stock option granted to Mr. Rasdal on January 2, 2018 covering 300,000 shares of our common stock. Mr. Rasdal subsequently rescinded the stock option and forfeited any rights and interests in such stock option. Without the rescinded stock option, Mr. Rasdal's total compensation for 2018 was $1,170,978.
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Name
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Grant Date
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Number of
Options (#)
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Option
Exercise
Price ($)
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Kelly Huang, Ph.D.
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1/2/2018
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80,000(1)
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$7.15
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William Plovanic
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1/2/2018
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100,000(2)
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$7.15
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(1)
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The option vested as to 1/6th of the shares underlying the option on September 6, 2018 (i.e., the one-year anniversary of Dr. Huang’s employment commencement date) and as to 1/48th of the shares underlying the option on each monthly anniversary of the grant date thereafter, subject to continued service. In addition, any portion of the option that vested prior to the date on which Dr. Huang relocated his primary residence in accordance with certain relocation obligations would not have been exercisable until such obligations were satisfied. Dr. Huang has satisfied the relocation obligations.
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(2)
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The option vests as to 1/48th of the shares underlying the option on each monthly anniversary of the grant date, subject to continued service. In addition, any portion of the option that vests will not be exercisable until Mr. Plovanic relocates his primary residence to within 35 miles of the Company’s headquarters (at the time of the relocation), provided that such relocation must occur no later than January 2, 2020. The option will automatically expire if Mr. Plovanic does not satisfy this requirement prior to or on January 2, 2020.
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Name
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Grant Date
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Number of
Restricted Stock Awards (#)
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Grant Date Fair Value ($)
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Kelly Huang, Ph.D.
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5/15/2018
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65,000(2)
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$183,950(1)
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William Plovanic
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5/15/2018
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45,000(2)
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$127,350(1)
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(1)
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Reflects the grant-date fair value of the restricted stock awards.
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(2)
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The restricted stock award will vest in full on January 2, 2020, subject to the executive’s continued service.
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Option Awards
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Stock Awards
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||||||
Name
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Grant
date
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Vesting
commencement
date
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Number of
securities
underlying
unexercised
options (#)
exercisable
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Number of
securities
underlying
unexercised
options (#)
unexercisable
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Option
exercise
price ($)
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Option
expiration
date
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Number of shares or units of stock that have not vested
(#)
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Market value of shares or units of stock that have not vested
(#)
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Andrew Rasdal
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8/14/2012
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6/14/2012
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88,943
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—
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$1.83
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8/14/2022
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—
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—
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2/12/2015
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1/1/2015
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142,921(1)(2)(3)
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—
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$0.76
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2/12/2025
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—
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—
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5/11/2016
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5/11/2016
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146,551(1)(3)(4)
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—
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$1.77
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5/11/2026
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—
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—
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11/9/2016
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11/9/2016
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156,250
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143,750(4)(5)
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$8.74
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11/9/2026
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—
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—
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Kelly Huang, Ph.D.
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9/6/2017
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9/6/2017
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84,133
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185,097(2)(5)
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$9.31
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9/6/2027
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—
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—
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1/2/2018
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9/6/2017
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18,887
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61,113(5)(6)
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$7.15
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1/2/2028
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—
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—
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5/15/2018
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—
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—
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—
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—
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—
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65,000(5)(7)
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$134,550(8)
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William Plovanic
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3/24/2016
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3/7/2016
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—
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—
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—
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—
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49,210(3)(9)
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$101,865(8)
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|
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5/11/2016
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5/11/2016
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—
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—
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—
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—
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11,725(3)(4)
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$24,271(8)
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11/9/2016
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3/7/2016
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37,812
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17,188(4)(5)
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$8.74
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11/9/2026
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—
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—
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|
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1/2/2018
|
1/2/2018
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—
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100,000(5)(10)
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$7.15
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1/2/2028
|
|
—
|
—
|
|
|
5/15/2018
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—
|
—
|
—
|
—
|
—
|
|
45,000(5)(7)
|
$93,150(8)
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(1)
|
In the event that Mr. Rasdal is terminated by us without cause or resigns for good reason, not in connection with a change in control, then 100% of any unvested shares subject to the award will automatically vest, subject to Mr. Rasdal executing and not rescinding a general release of claims.
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(2)
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25% of the shares underlying the award will vest on the first anniversary of the vesting commencement date, with the remaining shares vesting in equal monthly installments for the following 36 months, subject to continued employment. The options held by Messrs. Rasdal and Plovanic were granted prior to our initial public offering and therefore are early exercisable in full (regardless of vesting). In addition, any portion of the option that vested prior to the date on which Dr. Huang relocated his primary residence in accordance with certain relocation obligations would not have been exercisable until such obligations were satisfied. Dr. Huang has satisfied the relocation obligations.
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(3)
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Represents awards granted prior to our initial public offering. All unvested shares subject to the award will vest and will become exercisable, as applicable, in the event that we engage in a change of control transaction (as defined in the applicable option agreement).
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(4)
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Shares vest in equal monthly installments over 48 months from the vesting commencement date. The May 2016 option held by Mr. Rasdal was granted prior to our initial public offering and therefore is early exercisable in full, with the unvested options early exercisable into unvested restricted shares.
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(5)
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In the event that the holder is terminated by us without cause or resigns for good reason (a) as to Mr. Rasdal, not in connection with a change in control or (b) as to Dr. Huang, Mr. Rasdal and Mr. Plovanic, at any time during the three months prior to a change in control or during the period beginning on the closing of a change in control and ending on the first anniversary of
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(6)
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1/6th of the shares underlying the award vest on the first anniversary of the vesting commencement date, and as to 1/48th of the shares underlying the award on each monthly anniversary of the grant date thereafter, subject to continued service. In addition, any portion of the option that vested prior to the date on which Dr. Huang relocated his primary residence in accordance with certain relocation obligations would not have been exercisable until such obligations were satisfied. Dr. Huang has satisfied the relocation obligations.
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(7)
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100% of the shares will vest on January 2, 2020, subject to continued service.
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(8)
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The market value of shares of restricted stock that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2018 ($2.07) by the number of unvested shares of restricted stock outstanding under the award.
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(9)
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25% of the shares underlying the award will vest on the first anniversary of the vesting commencement date, with the remaining shares vesting in equal monthly installments for the following 36 months.
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(10)
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1/48th of the shares underlying the award will vest on each monthly anniversary of the grant date, subject to continued service. In addition, any portion of the award that vests will not be exercisable until Mr. Plovanic relocates his primary residence to within 35 miles of the Company’s headquarters (at the time of the relocation). The award will automatically expire if Mr. Plovanic does not satisfy this requirement prior to or on the second anniversary of the grant date.
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(i)
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a lump sum severance payment of 12 months of base salary;
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(ii)
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100% acceleration of any then-unvested equity awards, including awards that would vest only upon satisfaction of performance criteria; and
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(iii)
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payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to 12 months.
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(i)
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a lump sum severance payment of 12 months of base salary;
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(ii)
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a lump sum payment equal to the pro rata portion of Mr. Rasdal’s then-current target bonus opportunity;
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(iii)
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100% acceleration of any then-unvested equity awards that were granted after our initial public offering; and
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(iv)
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payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to 12 months.
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Cash Compensation
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Board of Directors annual retainer
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$
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35,000
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Incremental annual retainer for the Chairman
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$
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25,000
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Committee Chair annual retainers
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Audit
|
$
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17,500
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Compensation
|
$
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12,500
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Nominating and Corporate Governance
|
$
|
7,500
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Committee member annual retainers
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Audit
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$
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7,500
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Compensation
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$
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5,000
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Nominating and Corporate Governance
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$
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5,000
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Name(1)
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Fees Earned or
Paid in Cash
($)(2)
|
Option Awards ($)(3)
|
Total
($)
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Kim Kamdar, Ph.D.
|
$70,000
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$99,944
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$169,944
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Raymond Dittamore
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$55,000
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$99,944
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$154,944
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Douglas Fisher, M.D.
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$40,000
|
$99,944
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$139,944
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Les Howe
|
$57,500
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$99,944
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$157,444
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David Moatazedi
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$47,500
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$99,944
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$147,444
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Jonah Shacknai (4)
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$22,500
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$99,944
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$122,444
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Sharon Stevenson, DVM Ph.D.
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$42,500
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$99,944
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$142,444
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(1)
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Mr. Rasdal, our Chief Executive Officer in 2018, is not included in this table as he was an employee of the Company in 2018 and did not receive compensation for his services as a director. All compensation paid to Mr. Rasdal for the services he provided to us in 2018 is reflected in the Summary Compensation Table. Effective January 1, 2019, Mr. Rasdal serves as our Executive Chairman of the Board and will be paid as employee and will not receive additional compensation for his services as director.
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(2)
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Reflects cash retainer fees earned by our non-employee directors in 2018.
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(3)
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Amounts represent the aggregate grant date fair value of option awards computed in accordance with ASC Topic 718, excluding the effects of any estimated forfeitures. The assumptions used in the valuation of these awards are discussed in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 22, 2019. As of December 31, 2018, the following outstanding option awards were held by members of our Board: Dr. Kamdar, 185,828 shares, Mr. Dittamore, 185,828 shares, Dr. Fisher, 185,828 shares, Mr. Howe, 159,966 shares, Mr. Moatazedi, 178,316 shares, and Dr. Stevenson, 185,828 shares. None of our non-employee directors hold any stock awards.
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(4)
|
Mr. Shacknai resigned effective July 10, 2018. Mr. Shacknei forfeited his 2018 option grant in connection with his resignation.
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Plan Category
|
|
Number of securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
|
|
Weighted-average
exercise price
of outstanding options,
warrants
and rights
|
|
Number of securities
remaining
available for future
issuance under equity
compensation
plans (excluding securities
reflected in column(a))
|
|
|
(a)
|
|
(b)(1)
|
|
(c)
|
Equity compensation plans approved by security holders.............................................
|
|
3,360,048 (2)
|
|
$5.83 (2)
|
|
1,566,144 (3)
|
Equity compensation plans not approved by security holders.............................................
|
|
—
|
|
—
|
|
—
|
Total...................................................................
|
|
3,360,048
|
|
$5.83
|
|
1,566,144
|
|
|
|
(1)
|
Represents the weighted-average exercise price of outstanding options.
|
|
|
|
|
(2)
|
Includes 2,578,279 shares of common stock that were subject to awards as of December 31, 2018 under the 2016 Plan and 781,769 shares of common stock that were subject to awards as of December 31, 2018 under the 2008 Plan.
|
|
|
|
|
(3)
|
Includes 1,089,885 shares of common stock available for issuance under the 2016 Plan and 476,259 shares of common stock available for issuance under our Employee Stock Purchase Plan. With respect to our Employee Stock Purchase Plan, this number includes 160,000 shares of common stock, which is the maximum number of shares of common stock subject to purchase during the purchase period covering December 31, 2018. With respect to our 2016 Plan, this number includes future awards and shares remaining available for issuance under the 2008 Plan which became available for issuance under the 2016 Plan upon its termination in 2016. This amount does not include any additional shares that may become available for future issuance under the 2016 Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2019 and continuing through 2026 by the number of shares equal to 4% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31. Additionally, this amount does not include any additional shares that may become available for future issuance under our Employee Stock Purchase Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2019 and continuing through 2026 by the number of shares equal to 1% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31. Our Employee Stock Purchase Plan was suspended to future purchases, effective May 1, 2019.
|
•
|
each of our directors;
|
•
|
each of our Named Executive Officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person, or group of affiliated persons, who beneficially owned more than 5% of our outstanding common stock.
|
|
|
Beneficial Ownership
|
||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
5% or Greater Stockholders
|
|
|
|
|
Entities affiliated with Domain Partners(1)..........................................................................
|
|
5,683,899
|
|
23.7%
|
InterWest Partners X, L.P.(2)................................................................................................
|
|
3,552,239
|
|
14.8%
|
Tamarack Advisers, L.P.(3)..................................................................................................
|
|
2,100,000
|
|
8.7%
|
Named Executive Officers and Directors
|
|
|
|
|
Andrew Rasdal(4)................................................................................................................
|
|
1,139,113
|
|
4.6%
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Kelly Huang, Ph.D.(5)..........................................................................................................
|
|
151,195
|
|
*
|
William Plovanic(6).............................................................................................................
|
|
348,147
|
|
1.4%
|
Dittamore Community Property Trust Dated August 31, 2016(7).......................................
|
|
204,016
|
|
*
|
Douglas Fisher, MD(8).........................................................................................................
|
|
172,952
|
|
*
|
Les Howe(9).........................................................................................................................
|
|
204,016
|
|
*
|
Kim Kamdar, Ph.D.(10).......................................................................................................
|
|
241,297
|
|
1.0%
|
David Moatazedi(11)............................................................................................................
|
|
168,813
|
|
*
|
Sharon Stevenson, DVM Ph.D.(12).....................................................................................
|
|
1,087,892
|
|
4.5%
|
All executive officers and directors as a group (15 persons)(13).........................................
|
|
4,839,448
|
|
18.5%
|
|
|
|
*
|
Represents beneficial ownership of less than one percent.
|
|
|
|
|
(1)
|
Based solely on a Schedule 13D filed with the SEC on August 23, 2018 by Domain Partners VII, L.P., or Domain Partners, and DP VII Associates, L.P., or DP Associates. Represents (a) 5,634,329 shares of common stock held by Domain Partners and (b) 49,570 shares held by DP Associates. One Palmer Square Associates VII, L.L.C., or One Palmer Square, is the general partner of each of Domain Partners and DP Associates. James C. Blair, Brian H. Dovey, Jesse I. Treu, Nicole Vitullo and Brian K. Halak are the managing members of One Palmer Square, and share voting and investment power over the shares, and disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest as a managing member of OPSA VII. Kim Kamdar, a member of our board of directors, is a member of One Palmer Square and does not have any voting or dispositive power over these shares. The address of the filing persons is c/o Domain Associates LLC., One Palmer Square, Princeton, New Jersey 08542.
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(2)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2019 in part by InterWest Partners X, L.P., or IWP X, and InterWest Management Partners X, LLC, or IMP X. As of December 31, 2018, represents shares of common stock held by IWP X. IMP X is the general partner of IWP X. Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP X, and Keval Desai and Khalad A. Nasr are venture members of IMP X, and all of these individuals share voting and investment power over the shares. Douglas Fisher, a member of our board of directors, is an Executive in Residence at InterWest Venture Management Co., an affiliate of IWP X, and a member of IMP X but does not have voting or investment power over these shares. The address of the filing persons is 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025.
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(3)
|
Based solely on a Schedule 13G filed with the SEC on February 15, 2019 by Tamarack Advisers, L.P. ("Tamarack ALP"), Tamarack Capital GP, LLC and Justin Ferayorni. Represents shares of common stock held by Tamarack ALP. Tamarack Capital GP, LLC is deemed to be the beneficial owner of these shares as general partner and majority owner of Tamarack ALP. Mr. Ferayorni is deemed to be the beneficial owner of these shares as managing member and majority owner of Tamarack Capital GP, LLC and Tamarack ALP. The address of the filing reporting persons is 5050 Avenida Encinas, Suite 360, Carlsbad, CA.
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(4)
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Represents (i) 566,948 shares of common stock held by The Rasdal Family Trust dated December 10, 1996, of which Mr. Rasdal and his spouse serve as co-trustees, and (ii) 572,165 shares underlying options to purchase common stock held by Mr. Rasdal that are exercisable within 60 days of April 18, 2019, of which 33,585 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Rasdal’s cessation of service prior to vesting.
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(5)
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Consists of (i) 65,000 restricted stock awards that are subject to vesting, (ii) 54,945 shares of common stock held by Dr. Huang, and (iii) 31,250 shares underlying options to purchase common stock held by Dr. Huang that are exercisable within 60 days of April 18, 2019.
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(6)
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Consists of (i) 218,044 shares of common stock held by William J. Plovanic Revocable Trust Dated February 29, 2008, of which Mr. Plovanic serves as trustee, of which 45,055 shares are subject to a right of repurchase in our favor upon Mr. Plovanic’s cessation of service prior to vesting, (ii) 55,103 shares underlying options to purchase common stock held by Mr. Plovanic that are exercisable within 60 days of April 18, 2019, (iv) 45,000 restricted stock awards that are subject to vesting and (v) 30,000 shares of common stock purchased through Mr. Plovanic and Mr. Plovanic’s wife’s IRA. Mr. Plovanic has sole voting and investment power over the shares directly owned by William J. Plovanic Revocable Trust dated February 29, 2008.
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(7)
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Consists of (i) 176,544 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019, of which 4,850 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon Mr. Dittamore’s cessation of service prior to vesting and (ii) 27,472 shares of common stock held by Mr. Dittamore. Mr. Dittamore has sole voting and investment power over the shares directly owned by Dittamore Community Property Trust dated August 31, 2016.
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(8)
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Represents 172,952 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019.
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(9)
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Represents (i) 53,334 shares of common stock held, of which 5,389 shares are subject to a right of repurchase in our favor upon Mr. Howe’s cessation of service prior to vesting, and (ii) 150,682 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019.
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(10)
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Represents (i) 54,945 shares of common stock held by Dr. Kamdar, and (ii) 172,952 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019 and (iii) 13,400 shares of common stock held jointly with Dr. Kamdar's mother, as to which Dr. Kamdar has sole voting and investment power.
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(11)
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Consists of (i) 163,319 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019 and (ii) 5,494 shares of common stock held by Mr. Moatazedi.
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(12)
|
Consists of (i) 172,952 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019, (ii) 27,472 shares of common stock held by Dr. Stevenson; and (iii) 546,233 shares held by Okapi Ventures, L.P., and 341,235 shares held by OV, Okapi Ventures II, L.P., or OVII. Okapi Venture Partners, LLC and Okapi Venture Partners II, LLC are the general partners of OV and OVII, respectively, and Sharon Stevenson, a member of our Board, and B. Marc Averitt, are the managing directors of Okapi Venture Partners, LLC and Okapi Venture Partners II, LLC, and share voting and investment power over these shares. Dr. Stevenson has sole voting and investment power over her shares.
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(13)
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Represents (i) 2,426,872 shares of common stock, of which 50,444 shares are subject to a right of repurchase in our favor upon the respective director’s or officer’s cessation of service prior to vesting, (ii) 2,170,263 shares underlying options to purchase common stock that are exercisable within 60 days of April 18, 2019, of which 62,144 shares are unvested but early exercisable and would be subject to a right of repurchase in our favor upon the respective director’s or officer’s cessation of service prior to vesting and (iii) 242,313 restricted stock awards that are subject to vesting.
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Name
|
Relationship to Company
|
Domain Partners VII, L.P.
|
Beneficial Owner of 5% or more
|
InterWest Partners X, LP
|
Beneficial Owner of 5% or more
|
Tamarack Global Healthcare Fund QP, LP
|
Affiliate of Beneficial Owner of 5% or more
|
Tamarack Global Healthcare Fund, LP
|
Beneficial Owner of 5% or more
|
Kim Kamdar, Ph.D.
|
Director
|
Sharon Stevenson
|
Director
|
Les Howe
|
Director
|
Dittamore Community Property Trust Dated August 31, 2016
|
Affiliate of Director
|
David Moatazedi
|
Director
|
Rasdal Family Trust DTD 12/10/1996
|
Affiliate of Director
|
Mark Brister
|
Chief Technology Officer
|
Kelly Huang
|
President, CEO, and Director
|
William J. Plovanic Revocable Trust Dated 02/29/2008
|
Affiliate of CFO
|
Nooshin Hussainy
|
Vice President of Finance
|
Robert H. Mondore, Jr.
|
Vice President of Operations
|
Neil Drake
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Vice President of Research and Development
|
Amy VandenBerg
|
Chief Clinical and Regulatory Officer
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Robin Fisher
|
Immediate Family Member of Director
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|
|
OBALON THERAPEUTICS, INC.
|
|
|
|
Date: April 29, 2019
|
by:
|
/s/ Kelly Huang
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: April 29, 2019
|
by:
|
/s/ William Plovanic
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|
|
Chief Financial Officer
|
Exhibit Number
|
Description of Document
|
Form
|
File No.
|
Exhibit Filing Date
|
Exhibit
|
Filed/Furnished Herewith
|
1.1
|
8-K
|
001-37897
|
12/27/2018
|
1.1
|
|
|
3.2
|
S-1
|
333-213551
|
9/26/16
|
3.2
|
|
|
3.3
|
8-K
|
001-37897
|
6/14/2018
|
3.1
|
|
|
3.4
|
S-1
|
333-213551
|
9/26/16
|
3.4
|
|
|
4.1
|
S-1
|
333-213551
|
9/9/16
|
4.1
|
|
|
4.2
|
S-1
|
333-213551
|
9/9/16
|
4.2
|
|
|
4.3
|
S-1
|
333-213551
|
9/9/16
|
4.3
|
|
|
4.4
|
S-1
|
333-213551
|
9/9/16
|
4.4
|
|
|
4.5
|
S-1
|
333-213551
|
9/9/16
|
4.5
|
|
|
4.6
|
S-3
|
333-227160
|
8/31/2018
|
4.3
|
|
|
4.7
|
S-3
|
333-227160
|
8/31/2018
|
4.4
|
|
|
10.1‡
|
S-1
|
333-213551
|
9/26/16
|
10.1
|
|
|
10.2‡
|
S-1
|
333-213551
|
9/9/16
|
10.2
|
|
|
10.3‡
|
S-1
|
333-213551
|
9/26/16
|
10.3
|
|
|
10.4‡
|
10-K
|
001-37897
|
2/22/2019
|
10.4
|
|
|
10.5‡
|
S-1
|
333-213551
|
9/26/2016
|
10.4
|
|
|
10.6‡
|
8-K
|
001-37897
|
5/4/2018
|
10.1
|
|
|
10.7‡
|
S-1
|
333-213551
|
9/26/16
|
10.11
|
|
|
10.8‡
|
10-Q
|
001-37897
|
8/2/2017
|
10.2
|
|
|
10.9‡
|
10-Q
|
001-37897
|
11/10/16
|
10.6
|
|
|
10.10‡
|
10-Q
|
001-37897
|
11/10/16
|
10.7
|
|
|
10.11‡
|
10-K
|
001-37897
|
2/23/2017
|
10.8
|
|
|
10.12‡
|
S-1
|
333-213551
|
9/26/16
|
10.5
|
|
10.13‡
|
S-1
|
333-213551
|
9/26/16
|
10.6
|
|
|
10.14‡
|
S-1
|
333-213551
|
9/26/16
|
10.7
|
|
|
10.15‡
|
10-Q
|
001-37897
|
5/10/2017
|
10.1
|
|
|
10.16‡
|
10-K
|
001-37897
|
3/5/2018
|
10.14
|
|
|
10.17‡
|
10-Q
|
001-37897
|
5/10/2018
|
10.1
|
|
|
10.18
|
S-1
|
333-213551
|
9/9/16
|
10.8
|
|
|
10.19
|
10-K
|
001-37897
|
2/23/2017
|
10.13
|
|
|
10.20
|
8-K
|
001-37897
|
6/5/2018
|
10.1
|
|
|
10.21*
|
S-1
|
333-213551
|
9/9/16
|
10.9
|
|
|
10.22
|
S-1
|
333-213551
|
9/9/16
|
10.10
|
|
|
10.23
|
10-K
|
001-37897
|
2/23/2017
|
10.16
|
|
|
10.24
|
10-Q
|
001-37897
|
8/2/2017
|
10.1
|
|
|
10.25
|
10-Q
|
001-37897
|
8/2/2018
|
10.1
|
|
|
10.26
|
8-K
|
001-37897
|
12/27/2018
|
10.1
|
|
|
10.27
|
8-K
|
001-37897
|
12/27/2018
|
10.2
|
|
|
10.28‡
|
10-K
|
001-37897
|
2/22/2019
|
10.28
|
|
|
21.1
|
10-K
|
001-37897
|
2/22/2019
|
21.1
|
|
|
23.1
|
10-K
|
001-37897
|
2/22/2019
|
23.1
|
|
|
24.1
|
10-K
|
001-37897
|
2/22/2019
|
24.1
|
|
|
31.1
|
10-K
|
001-37897
|
2/22/2019
|
31.1
|
|
31.2
|
10-K
|
001-37897
|
2/22/2019
|
31.2
|
|
|
32.1†
|
10-K
|
001-37897
|
2/22/2019
|
32.1
|
|
|
101.INS
|
XBRL Instance Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.INS
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.SCH
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.CAL
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.DEF
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.LAB
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
10-K
|
001-37897
|
2/22/2019
|
101.PRE
|
|
*
|
Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to confidential treatment request under Rule 406 promulgated under the Securities Act.
|
†
|
This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
‡
|
Management contract or compensatory plan or arrangement.
|
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