HOOKIPA Pharma Inc - FORM 8 (OPD)
Rhea-AI Summary
HOOKIPA Pharma Inc (HOOK) has filed a Form 8 Public Opening Position Disclosure on January 8, 2025, related to takeover code regulations. The disclosure reveals detailed information about stock positions and options held by company directors and executives. Key directors Julie O'Neill and David R. Kaufman each hold less than 500 common shares. The company has granted various stock options to directors under its 2019 Stock Option and Incentive Plan, with exercise prices ranging from $6.44 to $166.10 and different vesting schedules. Notable grants include 108,695 restricted stock units to Malte Peters and 69,875 to Terry Coelho, both vesting in two equal installments on July 22, 2025 and 2026.
Positive
- Structured equity compensation plan in place for directors and executives
- Long-term vesting schedules (up to 2026) encourage management retention
Negative
- Low insider ownership with directors holding minimal common shares (less than 500 shares each)
- High exercise prices on some historical options ($99.60-$166.10) may be underwater if current stock price is lower
News Market Reaction – HOOK
On the day this news was published, HOOK declined 1.59%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
NEW YORK and VIENNA, Austria, Jan. 08, 2025 (GLOBE NEWSWIRE) --
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Full name of discloser: | HOOKIPA Pharma Inc. |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | HOOKIPA Pharma Inc. (Offeror) |
| (d) Is the discloser the offeror or the offeree? | Offeror |
| (e) Date position held: The latest practicable date prior to the disclosure | 7 January 2025 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security: | HOOKIPA Common Stock of | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 0 | - | 0 | - |
| (2) Cash-settled derivatives: | 0 | - | 0 | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | - | 0 | - |
TOTAL: | 0 | - | 0 | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:
a) Interests held by the directors of HOOKIPA Pharma Inc., their close relatives and related trusts
| Name | Class | Number of Shares | Percentage shareholding (%)* | |
| Julie O’Neill | Common Stock | 496 | 0.00 | % |
| David R. Kaufman | Common Stock | 457 | 0.00 | % |
*Rounded down to two decimal places.
(b) Interests held as options or awards under the share plans of HOOKIPA Pharma Inc. by the directors of HOOKIPA Pharma Inc. and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code
| Name | Share Plan | No. of ordinary shares under option | Date of grant | Vesting date | Expiry date | Exercise price per share (p) | |
| Malte Peters | 2019 Stock Option and Incentive Plan | 108,695 | 7/22/2024 | (1) | N/A | N/A | |
| Malte Peters | 2019 Stock Option and Incentive Plan | 4,900 | 06/17/2024 | (2) | 06/17/2034 | ||
| Malte Peters | 2019 Stock Option and Incentive Plan | 5,200 | 6/09/2023 | (3) | 06/09/2033 | ||
| Terry Coelho | 2019 Stock Option and Incentive Plan | 69,875 | 7/22/2024 | (1) | N/A | N/A | |
| Terry Coelho | 2019 Stock Option and Incentive Plan | 4,900 | 06/17/2024 | (2) | 06/17/2034 | ||
| Terry Coelho | 2019 Stock Option and Incentive Plan | 5,200 | 6/09/2023 | (3) | 06/09/2033 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 4,900 | 06/17/2024 | (2) | 06/17/2034 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 2,600 | 06/09/2023 | 06/09/2024 | 06/09/2033 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 2,000 | 06/30/2022 | 06/30/2023 | 06/30/2032 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 960 | 06/01/2021 | 06/01/2022 | 06/01/2031 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 960 | 06/18/2020 | 06/18/2021 | 06/18/2030 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 960 | 12/18/2019 | 12/18/2020 | 12/18/2029 | ||
| Julie O’Neill | 2019 Stock Option and Incentive Plan | 692 | 04/17/2019 | (4) | 04/17/2029 | ||
| Julie O’Neill | 2018 Stock Option and Grant Plan | 1,227 | 12/31/2018 | (5) | 12/31/2026 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 4,900 | 06/17/2024 | (2) | 06/17/2034 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 2,600 | 06/09/2023 | 06/09/2024 | 06/09/2033 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 2,000 | 06/30/2022 | 06/30/2023 | 06/30/2032 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 960 | 06/01/2021 | 06/01/2022 | 06/01/2031 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 960 | 06/18/2020 | 06/18/2021 | 06/18/2030 | ||
| David R. Kaufman | 2019 Stock Option and Incentive Plan | 1,920 | 04/17/2019 | (4) | 04/17/2029 | ||
| Sean Cassidy | 2019 Stock Option and Incentive Plan | 9,800 | 07/22/2024 | (6) | 7/22/2034 | ||
(1) The restricted stock units shall vest in two equal installments on July 22, 2025 and July 22, 2026, subject to the director’s continuous service through each such date.
(2) This option award shall vest and become fully exercisable on the earlier to occur of (a) June 17, 2025 and (b) the date of the Company’s next annual meeting of its stockholders.
(3) One-third of this option vested on June 9, 2024, with the remainder vesting in 8 equal quarterly installments thereafter.
(4)
(5)
(6) The shares subject to this option will vest in thirty-six equal monthly installments commencing July 22, 2024, subject to the director’s continuous service through each such date.
c) Interests and short positions held by investment managers, investment advisers and connected advisors of HOOKIPA Pharma Inc.
Not applicable.
(d) Interests held by other presumed concert parties of HOOKIPA Pharma Inc.
Not applicable.
(e) Rights to subscribe for new securities held by other presumed concert parties of HOOKIPA Pharma Inc.
Not applicable.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none” |
None |
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 8 January 2025 |
| Contact name: | Terry Coelho, EVP & CFO |
| Telephone number: | +43 1 890 63 60 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
