As filed with the Securities and Exchange Commission on April 1, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Versartis, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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26-4106690
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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275 Shoreline Drive, Suite 450
Redwood City, CA 94065
(650) 963-8580
(Address
of principal executive offices) (Zip code)
Versartis, Inc. 2009 Stock Plan
Versartis, Inc. 2014 Equity Incentive Plan
Versartis, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Jeffrey L.
Cleland
President and Chief Executive Officer
Versartis, Inc.
275
Shoreline Drive, Suite 450
Redwood City, CA 94065
(650) 963-8580
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey
Barbara A. Kosacz
Michael E. Tenta
Cooley
LLP
101 California Street, 5th Floor
San Francisco, CA 94111
(415) 693-2000
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in
Rule 12b-2
of the Exchange Act.
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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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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering
Price per Share
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Proposed Maximum
Aggregate
Offering
Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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– 2014 Equity Incentive Plan
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2,166,173 (2)(3)
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$28.03 (7)
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$60,722,814
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$7,822
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– 2014 Employee Stock Purchase Plan
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150,000 (4)(5)
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$28.97 (8)
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$ 4,345,500
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$ 560
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– 2009 Equity Incentive Plan
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1,934,082 (6)
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$ 3.62 (9)
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$ 7,001,377
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$ 902
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Total
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4,250,255
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$72,069,691
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$9,284
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common
stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s
common stock, as applicable.
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(2)
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Represents shares of common stock reserved for future issuance under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) and reserved for issuance pursuant to awards outstanding under the 2014
Plan as of the date of this Registration Statement. Pursuant to the terms of the 2014 Plan, any shares subject to outstanding awards originally granted under the Registrant’s 2009 Stock Plan (the “2009 Plan”), that expire or
terminate, or are forfeited, for any reason prior to exercise or settlement shall become available for issuance pursuant to share awards granted under the 2014 Plan, subject to certain limitations.
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(3)
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The number of shares reserved for issuance under the 2014 Plan will automatically increase on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by the lesser of
(a) 4.5% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year, or (b) a lesser number of shares determined by the Registrant’s board of
directors.
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(4)
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Represents shares of common stock reserved for future issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”).
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(5)
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The number of shares reserved for issuance under the 2014 ESPP will automatically increase on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by the least of
(a) 1% of the total number of shares of the Registrant’s common stock outstanding on December 31st of the preceding calendar year, (b) 300,000 shares of common stock or (c) a number determined by the Registrant’s
board of directors.
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(6)
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Represents shares of common stock reserved for issuance pursuant to awards outstanding under the 2009 Plan as of the date of this Registration Statement.
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(7)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of (a) the weighted-average exercise price for outstanding options granted pursuant to the 2014
Plan as of the date of this Registration Statement, and (b) $28.97, the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 27, 2014 with respect to the balance
of shares to be registered pursuant to the 2014 Plan. The chart below details the calculations of the registration fee:
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Securities
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Number of Shares
of Common Stock
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Offering Price
Per Share
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Aggregate Offering
Price/Registration Fee
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Common Stock, par value $0.0001 per share, issuable upon the exercise of outstanding options granted under the 2014 Equity Incentive
Plan
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254,858
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$
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21.00
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(7)(a)
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$
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690
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Common Stock, par value $0.0001 per share, reserved for future grant under the 2014 Equity Incentive Plan
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1,911,315
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$
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28.97
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(7)(b)
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$
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7,132
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Proposed Maximum Aggregate Offering Price:
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$
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60,722,814
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Registration Fee:
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$
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7,822
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(8)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $28.97, the average of the high and low prices of the Registrant’s common stock as reported
on the New York Stock Exchange on March 27, 2014.
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(9)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2009 Plan.
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PART II
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ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed by
Versartis, Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
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(a)
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The Registrant’s prospectus filed on March 21, 2014 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on
Form S-1
(File
No. 333-193997),
which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.
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(b)
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The description of the Registrant’s common stock which is contained in a registration statement on
Form 8-A
filed on March 19, 2014 (File
No. 001-36361)
under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
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(c)
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All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or
Item 7.01 of
Form 8-K
and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from
the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
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ITEM 4.
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DESCRIPTION OF SECURITIES
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See the description of the Registrant’s common stock
contained in the Registration Statement on Form S-1 (File No. 333-193997).
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
The Registrant’s amended and restated certificate of
incorporation and amended and restated bylaws provide that the Registrant will indemnify its directors and officers, and may indemnify its employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law. However,
Delaware law prohibits the Registrant’s certificate of incorporation from limiting the liability of the Registrant’s directors for the following:
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•
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any breach of the director’s duty of loyalty to us or to our stockholders;
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•
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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•
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unlawful payment of dividends or unlawful stock repurchases or redemptions; and
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•
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any transaction from which the director derived an improper personal benefit.
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The Registrant
has entered into indemnification agreements with each of its directors and officers and some of its employees. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with
any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity.
The Registrant may maintain insurance policies that indemnify its directors and officers against
various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his capacity as such. The Registrant has obtained director and officer liability insurance to cover liabilities directors
and officers may incur in connection with their services to the Registrant.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of Versartis, Inc., as currently in effect.
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4.2(2)
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Amended and Restated Bylaws of Versartis, Inc., as currently in effect.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page of this
Form S-8).
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99.1(3)
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2009 Stock Plan, as amended.
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99.2(4)
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Form of Stock Option Grant and Incentive Stock Option Agreement under 2009 Stock Plan.
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99.3(5)
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Form of Stock Option Grant and Non-Statutory Stock Option Agreement under 2009 Stock Plan.
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99.4(6)
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2014 Equity Incentive Plan.
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99.5
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Form of Option Agreement and Option Grant Notice under the 2014 Equity Incentive Plan.
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99.6(7)
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2014 Employee Stock Purchase Plan.
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(1)
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Filed as Exhibit 3.1 to Registrant’s Current Report on
Form 8-K
(File
No. 333-193997),
filed with the Securities and
Exchange Commission on March 26, 2014, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.4 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.3 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on February 18, 2014, and incorporated herein by reference.
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(4)
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Filed as Exhibit 10.4 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on February 18, 2014, and incorporated herein by reference.
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(5)
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Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on February 18, 2014, and incorporated herein by
reference.
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(6)
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Filed as Exhibit 10.6 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the Securities
and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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(7)
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Filed as Exhibit 10.9 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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1.
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The undersigned registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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Provided, however,
that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
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(b)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(d)
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That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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2.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Redwood City, State of California, on this 31
st
day of March, 2014.
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V
ERSARTIS
, I
NC
.
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By:
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/s/ Jeffrey L. Cleland
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Jeffrey L. Cleland
Chief Executive
Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person
whose signature appears below constitutes and appoints Jeffrey L. Cleland and Joshua Brumm, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or
stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeffrey L. Cleland
Jeffrey L. Cleland
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Chief Executive Officer
(Principal Executive Officer)
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March 31, 2014
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/s/ Joshua T. Brumm
Joshua T. Brumm
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 31, 2014
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/s/ Jay P. Shepard
Jay P. Shepard
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Director
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March 31, 2014
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/s/ Srinivas Akkaraju, M.D., Ph.D.
Srinivas Akkaraju, M.D., Ph.D.
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Director
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March 31, 2014
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Francesco de Rubertis, Ph.D., C.F.A.
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Director
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/s/ Michael Dybbs, Ph.D.
Michael Dybbs, Ph.D.
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Director
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March 31, 2014
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/s/ Edmon R. Jennings
Edmon R. Jennings
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Director
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March 31, 2014
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/s/ Shahzad Malik
Shahzad Malik
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Director
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March 31, 2014
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/s/ Anthony Y. Sun, M.D.
Anthony Y. Sun, M.D.
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Director
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March 31, 2014
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/s/ John Varian
John Varian
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Director
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March 31, 2014
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of Versartis, Inc., as currently in effect.
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4.2(2)
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Amended and Restated Bylaws of Versartis, Inc., as currently in effect.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1(3)
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2009 Stock Plan, as amended.
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99.2(4)
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Form of Stock Option Grant and Incentive Stock Option Agreement under 2009 Stock Plan.
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99.3(5)
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Form of Stock Option Grant and Non-Statutory Stock Option Agreement under 2009 Stock Plan.
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99.4(6)
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2014 Equity Incentive Plan.
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99.5
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Form of Option Agreement and Option Grant Notice under the 2014 Equity Incentive Plan.
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99.6(7)
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2014 Employee Stock Purchase Plan.
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(1)
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Filed as Exhibit 3.1 to Registrant’s Current Report on
Form 8-K
(File
No. 333-193997),
filed with the Securities and
Exchange Commission on March 26, 2014, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.4 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.3 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on February 18, 2014, and incorporated herein by reference.
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(4)
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Filed as Exhibit 10.4 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on February 18, 2014, and incorporated herein by reference.
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(5)
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Filed as Exhibit 10.5 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the
Securities and Exchange Commission on February 18, 2014, and incorporated herein by reference.
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(6)
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Filed as Exhibit 10.6 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the Securities
and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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(7)
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Filed as Exhibit 10.9 to Registrant’s Registration Statement on
Form S-1
(File
No. 333-193997),
filed with the Securities
and Exchange Commission on March 6, 2014, and incorporated herein by reference.
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Exhibit 5.1
Michael E. Tenta
T: +1 650 843
5636
mtenta@cooley.com
March 31, 2014
Versartis, Inc.
275 Shoreline Drive, Suite 450
Redwood City, CA 94065
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Versartis, Inc., a Delaware corporation (the
“
Company
”), of a Registration Statement on Form S 8 (the “
Registration Statement
”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 6,184,337 of the
Company’s Common Stock, par value $0.0001 per share, including (a) 1,934,082 shares of Common Stock (the “
2009 Shares
”) pursuant to the Company’s 2009 Stock Plan, as amended (the “
2009
Plan
”), (b) 4,100,255 shares of Common Stock (the “
2014 Shares
”) pursuant to the Company’s 2014 Equity Incentive Plan (the “
2014 Plan
”), and (c) 150,000 shares of
Common Stock (the “
2014 ESPP Shares
”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “
2014 ESPP
” and together with the 2009 Plan and the 2014 Plan, the
“
Plans
”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related
prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and
other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to verify independently such matters. Our
opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon,
we are of the opinion that the 2009 Shares, the 2014 Shares and the 2014 ESPP Shares, when sold and issued in accordance with the 2009 Plan, the 2014 Plan and the 2014 ESPP, respectively, and the Registration Statement and related prospectuses, will
be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Versartis, Inc.
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
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Cooley LLP
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By:
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/s/ Michael E. Tenta
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Michael E. Tenta
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FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F:
(650) 849-7400 WWW.COOLEY.COM
Exhibit 99.5
V
ERSARTIS
, I
NC
.
S
TOCK
O
PTION
G
RANT
N
OTICE
(2014 E
QUITY
I
NCENTIVE
P
LAN
)
Versartis, Inc. (the “
Company
”), pursuant to its 2014 Equity Incentive Plan (the “
Plan
”), hereby grants to
Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of
Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option
Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.
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Optionholder:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price (Per Share):
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Total Exercise Price:
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Expiration Date:
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Type of Grant:
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¨
Incentive Stock Option
1
¨
Nonstatutory Stock Option
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Exercise Schedule
:
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Same as Vesting Schedule
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Payment:
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By one or a combination of the following items (described in the Option Agreement):
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x
By cash, check, bank draft or money order payable to the Company
x
Pursuant to a Regulation T Program if the shares are publicly traded
x
By delivery of already-owned shares if the shares are publicly traded
¨
If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement
Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option
Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date
of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or
representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and
(iii) any written
employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set
forth therein.
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(1)
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If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot
be first
exercisable
for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.
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1.
By accepting this option, Optionholder consents to receive such documents by electronic delivery and to
participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.
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V
ERSARTIS
, I
NC
.
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O
PTIONHOLDER
:
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By:
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Signature
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Signature
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Title:
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Date
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Date:
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A
TTACHMENTS
: Option Agreement, 2014 Equity Incentive Plan and Notice of Exercise
2.
A
TTACHMENT
I
O
PTION
A
GREEMENT
V
ERSARTIS
, I
NC
.
2014 E
QUITY
I
NCENTIVE
P
LAN
O
PTION
A
GREEMENT
(I
NCENTIVE
S
TOCK
O
PTION
OR
N
ONSTATUTORY
S
TOCK
O
PTION
)
Pursuant to your Stock Option Grant Notice (“
Grant Notice
”) and this Option Agreement,
Versartis, Inc. (the “
Company
”) has granted you an option under its 2014 Equity Incentive Plan (the “
Plan
”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “
Date of Grant
”). If there is any conflict between the terms in
this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
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1.
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V
ESTING
.
Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.
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2.
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N
UMBER
OF
S
HARES
AND
E
XERCISE
P
RICE
.
The number of shares of Common Stock subject to your option and your exercise price
per share in your Grant Notice will be adjusted for Capitalization Adjustments.
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3.
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E
XERCISE
R
ESTRICTION
FOR
N
ON
-E
XEMPT
E
MPLOYEES
.
If you are an Employee eligible for overtime compensation under the Fair
Labor Standards Act of 1938, as amended (that is, a “
Non-Exempt Employee
”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous
Service measured from the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior
to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of
Continuous Service on your “retirement” (as defined in the Company’s benefit plans).
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4.
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M
ETHOD
OF
P
AYMENT
.
You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank
draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:
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(a)
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Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a
“broker-assisted exercise”, “same day sale”, or “sell to cover”.
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1.
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(b)
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Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and
clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option,
will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the
provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.
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(c)
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If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of
shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise price not
satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to pay the exercise
price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.
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5.
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W
HOLE
S
HARES
.
You may exercise your option only for whole shares of Common Stock.
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6.
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S
ECURITIES
L
AW
C
OMPLIANCE
.
In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities
Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable
laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for
compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).
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7.
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T
ERM
.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your option expires, subject to the provisions of Section 5(h) of
the Plan, upon the earliest of the following:
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(a)
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immediately upon the date on which the event giving rise to your termination of Continuous Service for Cause occurs (or, if required by law, the date of termination of Continuous Service for Cause);
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(b)
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three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death (except
as otherwise provided in Section 7(d) below);
provided
,
however
, that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to
“Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;
provided further,
if during any part of such three (3) month period, the sale of any Common Stock received upon exercise of your option would violate the Company’s insider trading policy, then your option will not expire until the
earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Stock received upon exercise of your option would
not be in violation of the Company’s insider trading policy. Notwithstanding the foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and
(iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of
Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;
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2.
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(c)
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twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 7(d)) below;
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(d)
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eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;
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(e)
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the Expiration Date indicated in your Grant Notice; or
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(f)
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the day before the tenth (10th) anniversary of the Date of Grant.
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If your option
is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the
date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your
benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you
otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.
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(a)
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You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by
the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such
other person as the Company may designate, together with such additional documents as the Company may then require.
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(b)
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By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the
disposition of shares of Common Stock acquired upon such exercise.
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(c)
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If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of
the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.
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9.
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T
RANSFERABILITY
.
Except as otherwise provided in this Section 9, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life
only by you.
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3.
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(a)
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Certain Trusts.
Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under
Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.
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(b)
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Domestic Relations Orders.
Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required
by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury
Regulation 1.421-1(b)(2)
that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company
prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option,
this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.
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(c)
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Beneficiary Designation.
Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker
designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of
such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.
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10.
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O
PTION
NOT
A
S
ERVICE
C
ONTRACT
.
Your option is not an employment or service contract, and nothing in your option will be deemed to create
in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option will obligate the Company or an Affiliate,
their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.
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11.
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W
ITHHOLDING
O
BLIGATIONS
.
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(a)
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At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.
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(b)
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If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any
applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes).
If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely
election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option
that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.
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4.
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(c)
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You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your
option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.
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12.
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T
AX
C
ONSEQUENCES
. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes
your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that
this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no
other impermissible deferral of compensation associated with the option.
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13.
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N
OTICES
.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any
documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery and
to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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14.
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G
OVERNING
P
LAN
D
OCUMENT
.
Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further
subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of
the Plan will control. In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing
regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law.
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15.
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O
THER
D
OCUMENTS
. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the
Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading
policy, in effect from time to time.
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16.
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E
FFECT
ON
O
THER
E
MPLOYEE
B
ENEFIT
P
LANS
. The value of this option will not be included as compensation,
earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to
amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.
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5.
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17.
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V
OTING
R
IGHTS
. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this option until such
shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a
trust of any kind or a fiduciary relationship between you and the Company or any other person.
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18.
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S
EVERABILITY
. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
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(a)
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The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable
by the Company’s successors and assigns.
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(b)
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You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.
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(c)
|
You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all
provisions of your option.
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(d)
|
This Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
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(e)
|
All obligations of the Company under the Plan and this Option Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
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* * *
This Option Agreement will be deemed to be signed by you upon the signing by you of
the Grant Notice to which it is attached.
6.
A
TTACHMENT
II
2014 E
QUITY
I
NCENTIVE
P
LAN
A
TTACHMENT
III
N
OTICE
OF
E
XERCISE
NOTICE OF EXERCISE
Versartis, Inc.
Attention: Stock Plan Administrator
275 Shoreline Drive, Suite 450
Redwood City, CA 94065
Date of Exercise:
This constitutes notice to Versartis, Inc. (the “
Company
”) under my stock option that I elect to purchase the below
number of shares of Common Stock of the Company (the “
Shares
”) for the price set forth below.
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Type of option (check one):
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Incentive
¨
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Nonstatutory
¨
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Stock option dated:
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Number of Shares as to which option is exercised:
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Certificates to be issued in name of:
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Total exercise price:
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$
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$
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Cash payment delivered herewith:
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$
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$
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Value of
Shares delivered herewith:
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$
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$
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Value of
Shares pursuant to net exercise:
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$
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$
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Regulation T Program (cashless exercise):
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$
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$
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By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the
terms of the Versartis, Inc. 2014 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this
exercise relates to an Incentive Stock Option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of
grant of this option or within one (1) year after such Shares are issued upon exercise of this option.
[Signature Follows]
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Very truly yours,
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Signature
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Print Name
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