SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bazemore Robert B

(Last) (First) (Middle)
C/O EPIZYME, INC. 400 TECHNOLOGY SQUARE

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Epizyme, Inc. [ EPZM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 03/24/2020 J 56,537(1) D $0.00 80,726 D
Common Stock, par value $0.0001 03/24/2020 A 113,393(1)(2) A $0.00 250,656 D
Common Stock, par value $0.0001 03/24/2020 A 7,000(3) A $0.00 257,656 D
Common Stock, par value $0.0001 03/25/2020 S 3,285(4) D $15.28 254,371 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $8.98 03/24/2020 J 79,167(1) (5) 02/07/2026 Common Stock 79,167 $0.00 333,333 D
Stock Option (Right to Buy) $12.45 03/24/2020 J 2,371(1) (6) 02/07/2027 Common Stock 2,371 $0.00 333,333 D
Stock Option (Right to Buy) $9.12 03/24/2020 J 48,727(1) (7) 01/23/2029 Common Stock 48,727 $0.00 298,737 D
Stock Option (Right to Buy) $16.14 03/24/2020 A 73,409(1) (8) 03/23/2030 Common Stock 73,409 $0.00 73,409 D
Explanation of Responses:
1. Represents the portion of stock options and restricted stock units granted to Mr. Bazemore that inadvertently were granted in excess of the annual per participant limit under the Company's 2013 Stock Incentive Plan and have been rescinded. The Company has granted to Mr. Bazemore the referenced stock options (see footnote 8) and restricted stock units (see footnote 2) to replace the fair value of the rescinded stock options and restricted stock units and provide Mr. Bazemore with the equity incentive compensation that Mr. Bazemore was intended to receive with the rescinded grants.
2. Consists of shares of common stock issuable under restricted stock units granted pursuant to the Company's 2013 Stock Incentive Plan. Each restricted stock unit represents the right to receive one share of common stock upon vesting. 56,537 of the restricted stock units are scheduled to vest in three equal annual installments on January 24, 2021, January 24, 2022 and January 24, 2023. The balance of the restricted stock units are scheduled to vest in two equal annual installments over two years from the grant date.
3. Represents common stock issued upon vesting of restricted stock units granted under the issuer's 2013 Stock Incentive Plan that vested upon the issuer's achievement of a specified performance target. The transaction date represents the date on which the issuer's Compensation Committee determined that the performance target was achieved.
4. Represents shares automatically sold by the reporting person to satisfy tax withholding obligations in connection with the vesting of the restricted stock units described in footnote 6. The automatic sale of the reporting person's shares is provided for in a restricted stock unit agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the reporting person.
5. The remaining stock options, which were originally granted to Mr. Bazemore on February 8, 2016, have vested in full.
6. The remaining stock options, which were originally granted to Mr. Bazemore on February 8, 2017, are vested with respect to 258,771 shares, with (i) 69,939 of the remaining unvested shares vesting in ten substantially equal monthly installments from April 8, 2020 through January 8, 2021 and (ii) 4,623 of the remaining shares vesting on February 8, 2021.
7. The remaining stock options, which were originally granted to Mr. Bazemore on January 24, 2019, are vested with respect to 101,343 shares, with (i) 188,210 of the remaining unvested shares vesting in 26 substantially equal monthly installments from April 24, 2020 through May 24, 2022 (ii) 1,945 of the remaining unvested shares vesting on June 24, 2022 and (iii) 7,239 of the remaining unvested shares vesting on January 24, 2023.
8. This stock option was granted on March 24, 2020 under the Company's 2013 Stock Incentive Plan and (i) is vested in full with respect to 44,047 shares, (ii) vests in full on February 8, 2021 with respect to 1,829 shares and (iii) with respect to the remaining 27,533 shares of common stock, vests in seven substantially equal monthly installments, with the first installment vesting on June 24, 2022 and the last installment vesting on December 24, 2022.
Remarks:
/s/ John Weidenbruch, attorney-in-fact 03/26/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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