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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-1828101
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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5421 Avenida Encinas, Suite F
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Carlsbad, California
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92008
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value per share
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OBLN
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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S
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Smaller reporting company
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S
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Emerging growth company
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S
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Table of Contents
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Page
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Name
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Age
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Position
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Independent
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Committee Membership
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CLASS I DIRECTORS - Terms to Expire at the 2020 Annual Meeting
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||||
Douglas Fisher, M.D.
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44
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Director
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X
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Nominating and Corporate Governance
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Sharon Stevenson, DVM Ph.D.
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70
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Director
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X
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Audit
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William Plovanic*
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51
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President, Chief Executive Officer, and Director
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CLASS II DIRECTORS - Terms to Expire at the 2021 Annual Meeting
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||||
Raymond Dittamore
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77
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Director
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X
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Audit
Compensation (Chair)
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Les Howe
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75
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Director
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X
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Nominating and Corporate Governance
Audit (Chair)
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David Moatazedi
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42
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Director
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X
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Audit
Compensation
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CLASS III DIRECTORS - Terms to Expire at the 2022 Annual Meeting
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||||
Kim Kamdar, Ph.D.
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52
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Director
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X
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Nominating and Corporate Governance (Chair)
Compensation
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Andrew Rasdal
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61
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Executive Chairman of the Board of Directors
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Name
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Age
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Position
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William Plovanic
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51
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President, Chief Executive Officer, and Director
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Andrew Rasdal
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61
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Executive Chairman
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Mark Brister
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58
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Chief Technology Officer
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Amy Vandenberg
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44
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Chief Quality Assurance, Clinical and Regulatory Affairs Officer
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Nooshin Hussainy
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62
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Chief Financial Officer
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C
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Committee Chairperson
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†
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Financial Expert
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•
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overseeing our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements;
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•
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overseeing our compliance with legal and regulatory requirements;
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•
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reviewing and approving related-person transactions;
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•
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selecting, hiring and determining the compensation of our independent registered public accounting firm;
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•
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the qualifications, independence and performance of our independent auditors; and
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•
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the preparation of the audit committee report to be included in our annual proxy statement.
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•
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William Plovanic, President and Chief Executive Officer;
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•
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Andrew Rasdal, Executive Chairman of the Board, and Former Chief Executive Officer;
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•
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Mark Brister, Chief Technology Officer;
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•
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Kelly Huang, Former President and Chief Executive Officer; and
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•
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Amy Vandenberg, Chief Quality Assurance, Clinical and Regulatory Affairs Officer.
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Name and principal position
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Year
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Salary
($)
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Bonus
($)(1)(2)
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Stock
Awards
($)(3)
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Option
Awards
($)(4)
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Non-equity
incentive plan
compensation
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All other
compensation
($)(5)
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Total ($)
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William Plovanic
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2019
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422,917
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241,000(5)
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—
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290,708
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—
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994
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955,619
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President and Chief Executive Officer
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2018
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400,000
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155,000
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127,350
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381,710
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—
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949
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1,065,009
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Andrew Rasdal
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2019
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325,000
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—
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200,001
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—
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—
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994
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525,995
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Executive Chairman of the Board, Former Chief Executive Officer
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2018
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650,000
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520,000
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—
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1,145,130
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—
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978
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2,316,108
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Mark Brister
Chief Technology Officer
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2019
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367,500
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35,000
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—
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139,180
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—
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994
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542,674
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Kelly Huang
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2019
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202,331
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—
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—
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376,560
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—
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277,491
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856,382
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Former President and Chief Executive Officer
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2018
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432,000
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—
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183,950
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305,368
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199,800
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4,242
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1,125,360
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Amy Vandenberg
Chief Quality Assurance, Clinical and Regulatory Affairs Officer
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2019
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367,500
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35,000
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—
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136,028
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—
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994
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539,522
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(1)
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Amounts represent cash incentives paid in 2020 with respect to 2019 performance, as determined by our Compensation Committee in its discretion. In addition, for Mr. Plovanic, includes a $200,000 bonus paid in connection with his promotion to Chief Executive Officer.
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(2)
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Amounts for 2018 represent cash incentives paid in January 2019 with respect to 2018 performance under our 2018 bonus plan.
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(3)
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The amounts shown represent the full grant date fair value of restricted stock awards and restricted stock unit awards granted to the Named Executive Officer in the applicable year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, rather than the amounts paid to or realized by the Named Executive Officer. For a discussion of valuation assumptions used in the calculations, see Notes 2 and 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 22, 2019. There can be no assurance that unvested awards will vest (and, absent vesting, no value will be realized by the executive for the award).
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(4)
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The amounts shown represent the aggregate grant date fair value of stock options granted to each Named Executive Officer in the applicable year, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of valuation assumptions used in the calculations, see Notes 2 and 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 22, 2019. Note that the amounts reported in this column reflect the accounting cost for these stock options,
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(5)
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Amounts represent company-paid life insurance premiums and long-term disability benefits for Messrs. Plovanic, Rasdal and Brister, Dr. Huang and Ms. Vandenberg. In addition, with respect to Mr. Huang, includes consulting fees payable pursuant to his consulting agreement.
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Name
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Grant Date
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Number of
Options (#)
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Option
Exercise
Price ($)
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William Plovanic
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1/2/2019
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10,000(1)
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23.00
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William Plovanic
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7/23/2019
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30,000(2)
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9.60
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William Plovanic
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10/25/2019
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10,000(3)
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1.75
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Kelly Huang
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1/2/2019
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30,000(1)
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23.00
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Mark Brister
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1/2/2019
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10,000(1)
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23.00
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Mark Brister
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7/23/2019
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3,500(4)
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9.60
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Mark Brister
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10/25/2019
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13,000(1)
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1.75
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Amy Vandenberg
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1/2/2019
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10,000(1)
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23.00
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Amy Vandenberg
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7/23/2019
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3,500(4)
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9.60
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Amy Vandenberg
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10/25/2019
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10,000(1)
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1.75
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(1)
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The option vests as to 1/48th of the shares underlying the option on each monthly anniversary of the grant date, subject to continued service.
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(2)
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The option vests as to 1/48th of the shares underlying the option on each monthly anniversary of May 20, 2019, subject to continued service.
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(3)
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The option vests as to (i) 1/4th of the shares underlying the option on the first anniversary of Mr. Plovanic’s appointment as Chief Executive Officer, October 25, 2019, and (ii) 1/48th of the shares underlying the option on each monthly anniversary of such date thereafter, subject to continued service.
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(4)
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The options vests in full on the day following the filing date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, based on the achievement of performance goals on or prior to December 31, 2019. Such performance goals were not achieved on or prior to December 31, 2019.
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Option Awards
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Stock Awards
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||||||
Name
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Grant
date
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Vesting
commencement
date
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Number of
securities
underlying
unexercised
options (#)
exercisable
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Number of
securities
underlying
unexercised
options (#)
unexercisable
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Option
exercise
price ($)
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Option
expiration
date
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Number of shares or units of stock that have not vested
(#)
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Market value of shares or units of stock that have not vested
($)
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Andrew Rasdal
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8/14/2012
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6/14/2012
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8,994
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—
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$18.30
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8/14/2022
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—
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—
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2/12/2015
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1/1/2015
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14,293
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—
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$7.60
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2/12/2025
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—
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—
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5/11/2016
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5/11/2016
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14,655(1)(2)(3)
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—
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$17.70
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5/11/2026
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—
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—
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11/9/2016
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11/9/2016
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23,121
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6,879(2)(3)
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$87.40
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11/9/2026
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—
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—
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1/2/2019
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1/2/2019
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—
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—
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—
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—
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8,696(3)(4)
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$16,522(5)
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Kelly Huang
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9/6/2017
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9/6/2017
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15,141
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11,782(2)(5)
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$93.10
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9/6/2027
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—
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—
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1/2/2018
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9/6/2017
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4,108
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3,892(5)(6)
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$71.50
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1/2/2028
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—
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—
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5/15/2018
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—
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—
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—
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—
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—
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6,500(4)(8)
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$12,350(5)
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1/2/2019
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1/2/2019
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6,874
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23,126
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$23.00
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1/2/2029
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—
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—
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William Plovanic
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3/24/16
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3/7/2016
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—
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—
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—
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—
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984(3)(11)
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$1,870(5)
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|
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5/11/16
|
5/11/16
|
—
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—
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—
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—
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345(3)(11)
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$655(5)
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|
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11/9/2016
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3/7/2016
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5,155
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345(1)(2)
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$87.40
|
11/9/2026
|
|
—
|
—
|
|
|
1/2/2018
|
1/2/2018
|
—
|
10,000(2)(12)
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$71.50
|
1/2/2028
|
|
—
|
—
|
|
|
5/15/2018
|
—
|
—
|
—
|
—
|
—
|
|
4,500(2)(4)
|
$8,550(5)
|
|
|
1/2/2019
|
1/2/2019
|
2,288
|
7,712(3)(10)
|
$23.00
|
1/2/2029
|
|
—
|
—
|
|
|
7/23/2019
|
—
|
4,374
|
25,626(2)(13)
|
$9.60
|
7/23/2029
|
|
—
|
—
|
|
|
10/25/2019
|
—
|
—
|
10,000(2)(14)
|
$1.75
|
10/25/2029
|
|
—
|
—
|
Mark Brister
|
|
2/12/2015
|
1/1/2015
|
4,072
|
0
|
$7.60
|
2/12/2025
|
|
—
|
—
|
|
|
5/11/2016
|
5/11/2016
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3,966
|
432(1)(2)(3)
|
$17.70
|
5/11/2026
|
|
—
|
—
|
|
|
11/9/2016
|
11/9/2016
|
6,931
|
2,069(1)(2)
|
$87.40
|
11/9/2026
|
|
—
|
—
|
|
|
1/2/2018
|
—
|
—
|
—
|
$—
|
—
|
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3,250(4)
|
$6,175(5)
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|
|
1/2/2019
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1/2/2019
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2,288
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7,712
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$23.00
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1/2/2029
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—
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—
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7/23/2019
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—
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—
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3,500(2)(15)
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$9.60
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7/23/2029
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—
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—
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10/25/2019
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10/25/2019
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541
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12,459(2)(10)
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$1.75
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10/25/2029
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—
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—
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Amy Vandenberg
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7/27/2011
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7/13/2011
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977
|
—
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$13.10
|
7/27/2021
|
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—
|
—
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(1)
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Shares vest in equal monthly installments over 48 months from the vesting commencement date. The May 2016 option held by Mr. Rasdal was granted prior to our initial public offering and therefore is early exercisable in full, with the unvested options early exercisable into unvested restricted shares.
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(2)
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In the event that the holder is terminated by us without cause or resigns for good reason (a) as to Mr. Rasdal, not in connection with a change in control or (b) as to Messrs. Rasdal, Plovanic and Brister and Dr. Huang, at any time during the three months prior to a change in control or during the period beginning on the closing of a change in control and ending on the first anniversary of such closing, then 100% of any unvested shares subject to the award will automatically vest, subject to such holder executing and not rescinding a general release of claims.
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(3)
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Represents awards granted prior to our initial public offering. All unvested shares subject to the award will vest and will become exercisable, as applicable, in the event that we engage in a change of control transaction (as defined in the applicable agreement).
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(4)
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100% of the shares vested on January 2, 2020, subject to continued service.
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(5)
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The market value of shares of restricted stock that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2019 ($1.90) by the number of unvested shares of restricted stock outstanding under the award.
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(6)
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On May 20, 2019, Dr. Huang resigned as our Chief Executive Officer and member of our Board and continues to serve as a consultant to the Company. Under the terms of Dr. Huang’s consulting agreement, each outstanding Company equity award held by Dr. Huang as of May 20, 2019 will remain outstanding and eligible to vest and, as applicable, become exercisable during the consulting period (based on Dr. Huang’s continued provision of consulting services thereafter rather than continued employment).
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(7)
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25% of the shares underlying the award will vest on the first anniversary of the vesting commencement date, with the remaining shares vesting in equal monthly installments for the following 36 months, subject to continued employment.
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(8)
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In the event that Dr. Huang’s consulting services are terminated by us without cause or by Dr. Huang in connection with his commencement of employment or other service with another company or organization, and provided that such subsequent employer provides written notice stating that Dr. Huang is not permitted to provide such services while Dr. Huang continues to provide us services under his consulting agreement, then, the portion of each outstanding Company equity award held by Dr. Huang as of May 20, 2019 that would have vested on or prior to May 20, 2020 will become vested.
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(9)
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1/6th of the shares underlying the award vest on the first anniversary of the vesting commencement date, and as to 1/48th of the shares underlying the award on each monthly anniversary of the grant date thereafter, subject to continued service.
|
(10)
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1/48th of the shares underlying the award will vest on each monthly anniversary of the grant date, subject to continued service.
|
(11)
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25% of the shares underlying the award will vest on the first anniversary of the vesting commencement date, with the remaining shares vesting in equal monthly installments for the following 36 months.
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(12)
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1/48th of the shares underlying the award will vest on each monthly anniversary of the grant date, subject to continued service. In addition, any portion of the award that vests will not be exercisable until Mr. Plovanic relocates his primary residence to within 35 miles of the Company’s headquarters (at the time of the relocation). The award will automatically expire if Mr. Plovanic does not satisfy this requirement prior to or on the second anniversary of the grant date.
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(13)
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1/48th of the shares underlying the award will vest on each monthly anniversary of May 20, 2019, subject to continued service.
|
(14)
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25% of the shares underlying the award will vest on the first anniversary of Mr. Plovanic’s appointment as Chief Executive Officer, May 20, 2019, and (ii) 1/48th of the shares underlying the award on each monthly anniversary of such date thereafter, subject to continued service.
|
(15)
|
The award vests in full on the day following the filing date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, based on the achievement of performance goals on or prior to December 31, 2019. Such performance goals were not achieved on or prior to December 31, 2019.
|
(16)
|
25% of the shares will vest on each annual anniversary of the grant date.
|
(i)
|
a lump sum severance payment of 12 months of base salary;
|
(ii)
|
100% acceleration of any then-unvested equity awards, including awards that would vest only upon satisfaction of performance criteria; and
|
(iii)
|
payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to 12 months.
|
(i)
|
a lump sum severance payment of 12 months of base salary;
|
(ii)
|
a lump sum payment equal to the pro rata portion of Mr. Rasdal’s then-current target bonus opportunity;
|
(iii)
|
100% acceleration of any then-unvested equity awards that were granted after our initial public offering; and
|
(iv)
|
payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for up to 12 months.
|
Cash Compensation
|
|
|
Board of Directors annual retainer
|
$
|
35,000
|
Incremental annual retainer for the Chairman
|
$
|
25,000
|
Committee Chair annual retainers
|
|
|
Audit
|
$
|
17,500
|
Compensation
|
$
|
12,500
|
Nominating and Corporate Governance
|
$
|
7,500
|
Committee member annual retainers
|
|
|
Audit
|
$
|
7,500
|
Compensation
|
$
|
5,000
|
Nominating and Corporate Governance
|
$
|
5,000
|
Name(1)
|
Fees Earned or
Paid in Cash
($)(2)
|
Stock Awards ($)(3)
|
Total
($)
|
Kim Kamdar, Ph.D.
|
$55,000
|
$75,000
|
$130,000
|
Raymond Dittamore
|
$55,000
|
$75,000
|
$130,000
|
Douglas Fisher, M.D.
|
$40,000
|
$75,000
|
$115,000
|
Les Howe
|
$57,500
|
$75,000
|
$132,500
|
David Moatazedi
|
$47,500
|
$75,000
|
$122,500
|
Sharon Stevenson, DVM Ph.D.
|
$42,500
|
$75,000
|
$117,500
|
(1)
|
Mr. Rasdal, our Executive Chairman of the Board, Mr. Plovanic, our President and Chief Executive Officer and Dr. Huang, our Former President and Chief Executive Officer, are not included in this table as each was an employee of the Company in 2019 and did not receive compensation for services as a director. All compensation paid to Messrs. Rasdal and Plovanic and Dr. Huang for their services provided to us in 2019 is reflected in the Summary Compensation Table.
|
(2)
|
Reflects cash retainer fees earned by our non-employee directors in 2019.
|
(3)
|
Amounts represent the aggregate grant date fair value of restricted stock unit awards computed in accordance with ASC Topic 718, excluding the effects of any estimated forfeitures. The assumptions used in the valuation of these awards are discussed in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 22, 2019. As of December 31, 2019, the following outstanding option awards were held by members of our Board: Dr. Kamdar, 18,582 shares, Mr. Dittamore, 18,582 shares, Dr. Fisher, 18,582 shares, Mr. Howe, 15,996 shares, Mr. Moatazedi, 18,582 shares, and Dr. Stevenson, 18,582 shares. As of December 31, 2019, the following outstanding restricted stock units were held by members of our Board: Dr. Kamdar, 7,813 restricted stock units, Mr. Dittamore, 7,813 restricted stock units, Dr. Fisher, 7,813 restricted stock units, Mr. Howe, 7,813 restricted stock units, Mr. Moatazedi, 7,813 restricted stock units, and Dr. Stevenson, 7,813 restricted stock units.
|
Plan Category
|
|
Number of securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
|
|
Weighted-average
exercise price
of outstanding options,
warrants
and rights
|
|
Number of securities
remaining
available for future
issuance under equity
compensation
plans (excluding securities
reflected in column(a))
|
|
|
(a)
|
|
(b)(1)
|
|
(c)
|
Equity compensation plans approved by security holders.............................................
|
|
518,468 (2)
|
|
$6.79 (2)
|
|
79,857 (3)
|
Equity compensation plans not approved by security holders.............................................
|
|
—
|
|
—
|
|
—
|
Total...................................................................
|
|
518,468
|
|
$6.79
|
|
79,857
|
|
|
|
(1)
|
Represents the weighted-average exercise price of outstanding options.
|
|
|
|
|
(2)
|
Includes 447,527 shares of common stock that were subject to awards as of December 31, 2019 under the 2016 Plan and 70,941 shares of common stock that were subject to awards as of December 31, 2019 under the 2008 Plan.
|
|
|
|
|
(3)
|
Includes 5,337 shares of common stock available for issuance under the 2016 Plan and 74,520 shares of common stock available for issuance under our Employee Stock Purchase Plan.With respect to our 2016 Plan, this number includes future awards and shares remaining available for issuance under the 2008 Plan which became available for issuance under the 2016 Plan upon its termination in 2016. This amount does not include any additional shares that may become available for future issuance under the 2016 Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2020 and continuing through 2026 by the number of shares equal to 4% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31. Additionally, this amount does not include any additional shares that may become available for future issuance under our Employee Stock Purchase Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years beginning 2020 and continuing through 2026 by the number of shares equal to 1% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31. Our Employee Stock Purchase Plan was suspended to future purchases, effective May 1, 2019.
|
•
|
each of our directors;
|
•
|
each of our Named Executive Officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person, or group of affiliated persons, who beneficially owned more than 5% of our outstanding common stock.
|
|
|
Beneficial Ownership
|
||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
5% or Greater Stockholders
|
|
|
|
|
Entities affiliated with Domain Partners(1)..........................................................................
|
|
1,005,890
|
|
13.0%
|
InterWest Partners X, L.P.(2)................................................................................................
|
|
398,974
|
|
5.2%
|
Entities Affiliated with Sabby Volatility Warrant Master Fund, Ltd(15).............................
|
|
570,418
|
|
7.4%
|
Named Executive Officers and Directors
|
|
|
|
|
Andrew Rasdal(3)................................................................................................................
|
|
143,284
|
|
1.9%
|
Kelly Huang, Ph.D.(4)..........................................................................................................
|
|
54,685
|
|
*
|
William Plovanic(5).............................................................................................................
|
|
132,715
|
|
1.7%
|
Mark Brister (6)...................................................................................................................
|
|
67,644
|
|
*
|
Amy Vandenberg (7)............................................................................................................
|
|
40,199
|
|
*
|
Dittamore Community Property Trust Dated August 31, 2016(8).......................................
|
|
21,330
|
|
*
|
Douglas Fisher, MD(9).........................................................................................................
|
|
18,582
|
|
*
|
Les Howe(10).......................................................................................................................
|
|
32,267
|
|
*
|
Kim Kamdar, Ph.D.(11).......................................................................................................
|
|
47,292
|
|
*
|
David Moatazedi(12)............................................................................................................
|
|
18,381
|
|
*
|
Sharon Stevenson, DVM Ph.D.(13).....................................................................................
|
|
123,203
|
|
1.6%
|
All executive officers and directors as a group (11 persons)(14).........................................
|
|
593,210
|
|
7.7%
|
|
|
|
*
|
Represents beneficial ownership of less than one percent.
|
|
|
|
|
(1)
|
Based solely on a Schedule 13D filed with the SEC on August 6, 2019 by Domain Partners VII, L.P., or Domain Partners, and DP VII Associates, L.P., or DP Associates. Represents (a) 813,433 shares of common stock and 187,500 warrants held by Domain Partners and (b) 4,957 shares held by DP Associates. One Palmer Square Associates VII, L.L.C., or One Palmer Square, is the general partner of each of Domain Partners and DP Associates. James C. Blair, Brian H. Dovey, Jesse I. Treu, Nicole Vitullo and Brian K. Halak are the managing members of One Palmer Square, and share voting and investment power over the shares, and disclaims beneficial ownership of all securities other than those he or she owns directly, if any, or by virtue of his or her indirect pro rata interest as a managing member of OPSA VII. Kim Kamdar, a member of our board of directors, is a member of One Palmer Square and does not have any voting or dispositive power over these shares. The address of the filing persons is c/o Domain Associates LLC., One Palmer Square, Princeton, New Jersey 08542.
|
|
|
|
|
(2)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2020 in part by InterWest Partners X, L.P., or IWP X, and InterWest Management Partners X, LLC, or IMP X. As of December 31, 2019, 380,224 shares of common stock and 18,750 warrants are held by IWP X. IMP X is the general partner of IWP X. Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP X, and Keval Desai and Khalad A. Nasr are venture members of IMP X, and all of these individuals share voting and investment power over the shares. Douglas Fisher, a member of our board of directors, is an Executive in Residence at InterWest Venture Management Co., an affiliate of IWP X, and a member of IMP X but does not have voting or investment power over these shares. The address of the filing persons is 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025.
|
|
|
|
|
(3)
|
Represents (i) 69,196 shares of common stock held by The Rasdal Family Trust dated December 10, 1996, of which Mr. Rasdal and his spouse serve as co-trustees, (ii) 64,713 shares underlying options to purchase common stock held by Mr. Rasdal that are exercisable within 60 days of April 15, 2020 and (iii) 9,375 warrants for the purchase of shares of common stock.
|
|
|
|
|
(4)
|
Consists of (i) 11,995 shares of common stock held by Dr. Huang and (ii) 42,690 shares underlying options to purchase common stock held by Dr. Huang that are exercisable within 60 days of April 15, 2020.
|
|
|
|
(5)
|
Consists of (i) 103,806 shares of common stock held by William J. Plovanic Revocable Trust Dated February 29, 2008, (ii) 16,534 shares underlying options to purchase common stock held by Mr. Plovanic that are exercisable within 60 days of April 15, 2020, (iii) 3,000 shares of common stock purchased through Mr. Plovanic and Mr. Plovanic’s wife’s IRA. Mr. Plovanic has sole voting and investment power over the shares directly owned by William J. Plovanic Revocable Trust dated February 29, 2008 and (iv) 9,375 warrants for the purchase of shares of common stock.
|
|
|
|
|
(6)
|
Consists of (i) 38,865 shares of common stock held by Mr. Brister, (ii) 25,029 shares underlying options to purchase common stock held by Mr. Brister that are exercisable within 60 days of April 15, 2020 and (iii) 3,750 warrants for the purchase of shares of common stock.
|
|
|
|
|
(7)
|
Consists of (i) 8,764 shares of common stock held by Ms. Vandenberg, (ii) 26,560 shares underlying options to purchase common stock held by Ms. Vandenberg that are exercisable within 60 days of April 15, 2020, (iii) 3,000 restricted stock awards subject to vesting and (iv) 1,875 warrants for the purchase of shares of common stock.
|
|
|
|
|
(8)
|
Consists of (i) 18,582 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020 and (ii) 2,748 shares of common stock held by Mr. Dittamore. Mr. Dittamore has sole voting and investment power over the shares directly owned by Dittamore Community Property Trust dated August 31, 2016.
|
|
|
|
|
(9)
|
Represents 18,582 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020.
|
|
|
|
|
(10)
|
Represents (i) 11,584 shares of common stock held, (ii) 15,996 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020 and (iii) 4,687 warrants for the purchase of shares of common stock.
|
|
|
|
|
(11)
|
Represents (i) 17,995 shares of common stock held by Dr. Kamdar, and (ii) 18,582 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020, (iii) 1,340 shares of common stock held jointly with Dr. Kamdar's mother, as to which Dr. Kamdar has sole voting and investment power and (iv) 9,375 warrants for the purchase of shares of common stock.
|
|
|
|
|
(12)
|
Consists of (i) 17,831 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020 and (ii) 550 shares of common stock held by Mr. Moatazedi.
|
|
|
|
|
(13)
|
Consists of (i) 18,582 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020, (ii) 10,248 shares of common stock held by Dr. Stevenson, (iii) 5,625 warrants for the purchase of shares of common stock; and (iii) 54,624 shares held by Okapi Ventures, L.P., and 34,124 shares held by OV, Okapi Ventures II, L.P., or OVII. Okapi Venture Partners, LLC and Okapi Venture Partners II, LLC are the general partners of OV and OVII, respectively, and Sharon Stevenson, a member of our Board, and B. Marc Averitt, are the managing directors of Okapi Venture Partners, LLC and Okapi Venture Partners II, LLC, and share voting and investment power over these shares. Dr. Stevenson has sole voting and investment power over her shares.
|
|
|
|
|
(14)
|
Represents (i) 281,436 shares of common stock, (ii) 257,962 shares underlying options to purchase common stock that are exercisable within 60 days of April 15, 2020, (iii) 3,000 restricted stock awards that are subject to vesting (iv) 3,000 common stock held in a joint IRA and (iv) 47,812 warrants for the purchase of shares of common stock.
|
|
|
|
|
(15)
|
Represents 570,418 warrants for the purchase of shares of common stock.
|
Name
|
Relationship to Company
|
Approximate Dollar Amount(1)
|
Domain Partners VII, L.P.
|
Beneficial Owner of 5% or more
|
$1,382,938
|
InterWest Partners X, LP
|
Beneficial Owner of 5% or more
|
$138,294
|
Kim Kamdar, Ph.D.
|
Director
|
$69,147
|
Sharon Stevenson
|
Director
|
$41,488
|
Les Howe
|
Director
|
$34,572
|
Rasdal Family Trust DTD 12/10/1996
|
Affiliate of Director
|
$69,147
|
Mark Brister
|
Chief Technology Officer
|
$27,659
|
William J. Plovanic Revocable Trust Dated 02/29/2008
|
Affiliate of President, CEO, and Director
|
$69,147
|
Nooshin Hussainy
|
Chief Financial Officer
|
$27,659
|
Amy VandenBerg
|
Chief Quality Assurance, Clinical and Regulatory Officer
|
$13,829
|
Robert MacDonald
|
Chief Retail Officer
|
$27,659
|
(1)
|
The dollar amounts related to the warrants are calculated based on the Black-Scholes option value on August 6, 2019, the closing date of the offering.
|
Exhibit Number
|
Description of Document
|
Form
|
Exhibit Filing Date
|
Exhibit
|
Filed/Furnished Herewith
|
1.1
|
8-K
|
12/27/18
|
1.1
|
|
|
3.1
|
S-1
|
9/26/16
|
3.2
|
|
|
3.2
|
8-K
|
6/14/18
|
3.1
|
|
|
3.3
|
8-K
|
7/24/19
|
3.1
|
|
|
3.4
|
S-1
|
9/26/16
|
3.4
|
|
|
4.1
|
S-1
|
9/9/16
|
4.1
|
|
|
4.2
|
S-1
|
9/9/16
|
4.2
|
|
|
4.3
|
S-1
|
9/9/16
|
4.3
|
|
|
4.4
|
S-1
|
9/9/16
|
4.4
|
|
|
4.5
|
S-1
|
9/9/16
|
4.5
|
|
|
4.6
|
S-3
|
8/31/18
|
4.3
|
|
|
4.7
|
S-3
|
8/31/18
|
4.4
|
|
|
4.8
|
10-K
|
2/27/20
|
4.8
|
|
|
4.9
|
S-1/A
|
8/1/19
|
4.5
|
|
|
4.10
|
S-1/A
|
8/1/19
|
4.6
|
|
|
4.11
|
S-1/A
|
8/1/19
|
4.7
|
|
|
10.1‡
|
S-1
|
9/26/16
|
10.1
|
|
|
10.2‡
|
S-1
|
9/9/16
|
10.2
|
|
10.3‡
|
S-1
|
9/26/16
|
10.3
|
|
|
10.4‡
|
10-K
|
2/22/19
|
10.4
|
|
|
10.5‡
|
S-1
|
9/26/16
|
10.4
|
|
|
10.6‡
|
8-K
|
5/4/18
|
10.1
|
|
|
10.7‡
|
S-1
|
9/26/16
|
10.11
|
|
|
10.8‡**
|
|
|
|
X
|
|
10.9‡
|
10-Q
|
11/10/16
|
10.6
|
|
|
10.10‡
|
10-Q
|
11/10/16
|
10.7
|
|
|
10.11‡
|
10-K
|
2/23/17
|
10.8
|
|
|
10.12‡
|
S-1
|
9/26/16
|
10.5
|
|
|
10.13‡
|
S-1
|
9/26/16
|
10.6
|
|
|
10.14‡
|
S-1
|
9/26/16
|
10.7
|
|
|
10.15‡
|
10-Q
|
5/10/17
|
10.1
|
|
|
10.16‡
|
10-K
|
3/5/18
|
10.14
|
|
|
10.17‡
|
10-Q
|
5/10/18
|
10.1
|
|
|
10.18
|
S-1
|
9/9/16
|
10.8
|
|
|
10.19
|
10-K
|
2/23/17
|
10.13
|
|
|
10.20
|
8-K
|
6/5/18
|
10.1
|
|
|
10.26
|
8-K
|
12/27/18
|
10.1
|
|
|
10.27
|
8-K
|
12/27/18
|
10.2
|
|
|
10.28‡
|
10-K
|
2/27/20
|
10.28
|
|
|
10.29‡*
|
10-Q
|
7/24/19
|
10.1
|
|
|
10.30‡*
|
10-Q
|
7/24/19
|
10.2
|
|
|
10.31‡*
|
S-1
|
2/7/20
|
10.31
|
|
|
10.32
|
8-K
|
5/28/19
|
10.1
|
|
10.33‡*
|
10-K
|
2/27/20
|
10.33
|
|
|
10.34
|
8-K
|
2/7/20
|
10.1
|
|
|
10.35
|
8-K
|
2/7/20
|
10.2
|
|
|
10.36
|
|
8-K
|
4/27/20
|
10.1
|
|
21.1
|
10-K
|
2/27/20
|
21.1
|
|
|
23.1
|
10-K
|
2/27/20
|
23.1
|
|
|
24.1
|
10-K
|
2/27/20
|
24.1
|
|
|
31.1
|
10-K
|
2/27/20
|
31.1
|
|
|
31.2
|
10-K
|
2/27/20
|
31.2
|
|
|
31.3
|
|
|
|
|
X
|
31.4
|
|
|
|
|
X
|
32.1†
|
10-K
|
2/27/20
|
32.1
|
|
|
101.INS
|
XBRL Instance Document.
|
10-K
|
2/27/20
|
101.INS
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
10-K
|
2/27/20
|
101.SCH
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
10-K
|
2/27/20
|
101.CAL
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
10-K
|
2/27/20
|
101.DEF
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
10-K
|
2/27/20
|
101.LAB
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
10-K
|
2/27/20
|
101.PRE
|
|
*
|
Portions of this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(6).
|
†
|
This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
‡
|
Management contract or compensatory plan or arrangement.
|
**
|
Replaces in its entirety the version of the Obalon Therapeutics, Inc. Director Compensation Program previously filed, which exhibit was a prior version of such program and was filed due to an inadvertent administrative error. As previously disclosed, the Obalon Therapeutics, Inc. Director Compensation Program was amended in March 2019 to provide for, among other things, annual equity awards to be in the form of restricted stock units rather than stock options and decrease the value of such awards.
|
|
|
OBALON THERAPEUTICS, INC.
|
|
|
|
Date: April 29, 2020
|
by:
|
/s/ William Plovanic
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: April 29, 2020
|
by:
|
/s/ Nooshin Hussainy
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: April 29, 2020
|
/s/ William Plovanic
|
|
William Plovanic
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: April 29, 2020
|
/s/ Nooshin Hussainy
|
|
Nooshin Hussainy
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|