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Filing Details

Accession Number:: 0001400482-17-000003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-06 15:36:02
Reporting Period:: 2017-01-01

Filing Date:: 2017-01-06
Accepted Time:: 2017-01-06 15:36:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1400482	Kubota Pharmaceutical Holdings Co Ltd	M??????	Pharmaceutical Preparations (2834)	981295657

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1641342	E John Gebhart	C/O Acucela Inc. 1301 Second Ave., Suite 4200 Seattle WA 98101	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-01-01	7,473	$0.00	24,600	No	4	M	Direct
Common Stock	Disposition	2017-01-04	3,790	$8.58	20,810	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Share Acquisition Right (right to buy)	Disposition	2017-01-01	7,473	$0.00	7,473	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
209,237		2019-06-01	No	4	M	Direct

Footnotes

On November 30, 2016, the issuer completed its change in place of incorporation, pursuant to which Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation ("Kubota Holdings"), became the publicly traded parent company of the Kubota group of companies. Each issued and outstanding share of common stock of Acucela Inc., a Washington corporation ("Acucela US"), was cancelled and converted into one share of common stock of Kubota Holdings. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, Kubota Holdings is the successor issuer to Acucela US. Each outstanding restricted stock unit was converted into a stock acquisition right to acquire one share of Kubota Holdings common stock for one yen per share.
Kubota Holdings' common stock trades on the Tokyo Stock Exchange under the code 4596.
Each stock acquisition right is exercisable for one share of Kubota Holdings common stock at an exercise price of one yen per share. Pursuant to the terms of the stock acquisition right, on the vesting date the vested shares were automatically acquired by Kubota Holdings for no consideration.
The sale reported on this Form 4 was effected pursuant to a non-discretionary, Issuer-mandated sell-to-cover arrangement, in order to cover tax withholding incident to the automatic acquisition of the vested portion of the stock acquisition right on the transaction date.
In connection with Kubota Holdings' change in place of incorporation, the reporting person's Prior Award (defined below) was cancelled, and in exchange therefor, Kubota Holdings issued the reporting person stock acquisition rights to purchase shares of Kubota Holdings' common stock (the "Substitute Award").
On May 1, 2015, the reporting person was granted 358,692 restricted stock units (the "Prior Award") by Acucela US, with a four year vesting period, with twenty-five percent (25%) of the Prior Award vesting on 5/1/2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% is vested on 5/1/2019, subject to the reporting person's provision of services to the issuer on each vesting date. The foregoing vesting schedule applies to the Substitute Award.