Theodore R. Schroeder - Aug 11, 2022 Form 4 Insider Report for Nabriva Therapeutics plc (NBRV)

Role
Chief Executive Officer, Director
Signature
/s/ J. Christopher Naftzger, by power of attorney
Stock symbol
NBRV
Transactions as of
Aug 11, 2022
Transactions value $
$0
Form type
4
Date filed
8/15/2022, 08:50 PM
Previous filing
Aug 8, 2022
Next filing
Sep 1, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NBRV Share Options Options Exercise $0 -240K -100% $0.00* 0 Aug 11, 2022 Ordinary Shares 240K $0.45 Direct F1, F2
transaction NBRV Restricted Stock Units Options Exercise $0 -120K -100% $0.00* 0 Aug 11, 2022 Ordinary Shares 120K Direct F3, F4
transaction NBRV Stock Appreciation Right Options Exercise $0 +240K $0.00 240K Aug 11, 2022 Ordinary Shares 240K $0.45 Direct F1, F2
transaction NBRV Phantom Shares Options Exercise $0 +120K $0.00 120K Aug 11, 2022 Ordinary Shares 120K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The option was granted on January 28, 2022, subject to shareholder approval; provided, that if such shareholder approval was not obtained at the 2022 Annual General Meeting (the "2022 AGM") of Nabriva Therapeutics plc (the "Issuer"), the option would remain outstanding and convert into a cash-settled share appreciation right. On August 11, 2022, the Issuer held the 2022 AGM, at which meeting the Issuer's shareholders did not approve an amendment to the Issuer's 2020 Share Incentive Plan, as amended, causing the option to convert to a cash-settled share appreciation right.
F2 Subject to the reporting person's continued employment with the Issuer, the cash-settled share appreciation right will vest over a four-year period beginning January 28, 2023. Twenty-five percent (25%) of the cash-settled share appreciation right will vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of the cash-settled share appreciation right will vest on a monthly pro-rata basis over the remaining vesting period.
F3 The restricted stock units ("RSU") were granted on January 28, 2022, and each RSU represented a contingent right to receive one ordinary share of the Issuer subject to shareholder approval; provided, that if such shareholder approval was not obtained at the 2022 AGM, then each RSU would represent the right to receive the economic equivalent of one ordinary share of the Issuer in cash on the applicable vesting date ( "Phantom Shares"). On August 11, 2022, the Issuer held it's the 2022 AGM, at which meeting the Issuer's shareholders did not approve an amendment to the Issuer's 2020 Share Incentive Plan, as amended, causing the RSU to convert to Phantom Shares.
F4 Subject to the reporting person's continued employment with the Issuer, the Phantom Shares will vest in equal annual installments over four years with the first installment vesting on January 28, 2023.