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SEC Filings

DEF 14A
SEELOS THERAPEUTICS, INC. filed this Form DEF 14A on 04/12/2019
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TABLE OF CONTENTS

Outstanding Equity Awards as of December 31, 2018

The following table shows information regarding our outstanding equity awards as of December 31, 2018 for the Named Executive Officers:

 
Option Awards(1)
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
Number of
Securities
Underlying
Unexercised
Options Non-
Exercisable (#)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
Equity
Incentive Plan
Awards:
Number of
Unearned
shares, Units
or Other
Rights That
Have Not
Vested (#)(4)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(5)
Richard W. Pascoe
 
 
 
8,166
 
 
 
$
63.30
 
 
1/3/2028
 
 
 
 
 
 
3,916
 
$
752
 
 
 
3,000
 
 
 
 
 
$
753.00
 
 
3/18/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
979
 
 
20
 
 
 
$
429.00
 
 
1/29/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,146
 
 
520
 
 
 
$
333.00
 
 
3/15/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
Brian T. Dorsey
 
2,000
 
 
 
 
 
$
63.30
 
 
1/3/2028
 
 
 
 
 
 
 
 
 
 
 
1,000
 
 
 
 
 
$
339.00
 
 
12/1/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
666
 
 
 
 
 
$
333.00
 
 
3/15/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
Neil Morton
 
 
 
2,000
 
 
 
$
63.30
 
 
1/3/2028
 
 
 
 
 
 
2,666
 
$
512
 
 
 
400
 
 
 
 
 
$
696.00
 
 
3/20/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
266
 
 
 
 
 
$
696.00
 
 
3/20/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
195
 
 
4
 
 
 
$
429.00
 
 
1/29/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
194
 
 
88
 
 
 
$
333.00
 
 
3/15/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
366
 
 
183
 
 
 
$
171.00
 
 
4/1/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)Except as otherwise noted, all stock options have a term of ten years from the date of grant and vest over four years, with 25% of the shares subject to the options vesting on the first anniversary of the date of grant and the remainder vesting in 36 monthly tranches thereafter. For a description of the accelerated vesting provisions applicable to the stock options granted to the Named Executive Officer, see “Payments Upon Termination or Change in Control” below. The vesting of all of Mr. Dorsey’s options accelerated upon his termination of employment on August 30, 2018, pursuant to the terms of his release agreement.
(2)The vesting of all of Mr. Dorsey’s restricted stock units accelerated upon his termination of employment on August 30, 2018, pursuant to the terms of his release agreement. Includes 416 performance-based restricted stock units granted in May 2016 that would have vested upon our receipt of marketing approval of Vitaros in the United States by the FDA on or before December 31, 2018, subject to the executive’s continuous employment or service with us through the vesting date. Also includes 2,500 performance-based restricted stock units granted in January 2017 and June 2017 that would have vested upon our receipt of marketing approval of Vitaros in the United States by the FDA, subject to the executive’s continuous employment or service with us through the vesting date. In addition, all of these restricted stock units would have vested in the event of a “covered transaction” (as defined in the Company’ 2012 Stock Long Term Incentive Plan (the “2012 Plan”)).
(3)Represents performance-based stock options that vested based on the Company’s initiation of one or more Phase II or later clinical trials of assets approved by the Board (each, a “Qualifying Trial”) on or before December 31, 2015, as follows: (1) 25% of the underlying shares vested upon the First Vesting Date (e.g., the enrollment of the first patient in the first Qualifying Trial), which occurred as a result of the randomization and first dosing of the first RayVa Phase 2a patient in December 2014; 1/96th of the total number of shares subject to the option vested monthly thereafter over a 24-month period so that the option was vested and exercisable with respect to 50% of the total number of shares of stock underlying the option on the second anniversary of the First Vesting Date, and (2) 25% of the underlying shares vested upon the Second Vesting Date (e.g., the enrollment of the first patient in the second Qualifying Trial), which occurred as a result of the randomization and first dosing of the first fispemifene patient in May 2015; 1/96th of the total number of shares subject to the option vested monthly thereafter over a 24-month period so that the option was vested and exercisable with respect to 100% of the total number of shares of stock underlying the option on the second anniversary of the Second Vesting Date.
(4)Includes performance-based restricted stock units granted in April 2016 (with respect to Mr. Pascoe) and May 2016 (with respect to Mr. Morton) that will vest upon our receipt of marketing approval of Vitaros in the United States by the FDA on or before December 31, 2018, subject to the executive’s continuous employment or service with us through the vesting date, as follows: Mr. Pascoe, 583 restricted stock units; and Mr. Morton, 166 restricted stock units. Also includes performance-based restricted stock

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