SEC Info - Murphy Keith - ‘4’ for 2/18/14 re: Organovo Holdings, Inc.

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^*

Murphy Keith

(Last)

(First)

(Middle)

6275 NANCY RIDGE DRIVE, SUITE 110

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ORGANOVO HOLDINGS, INC. [ ONVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
2/18/14

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/18/14		S ⁽¹⁾		100,000	D	$9.8222 ⁽²⁾	5,974,643	D
Common Stock	2/19/14		A		50,000	A	⁽³⁾	6,024,643	D
Common Stock	2/19/14		F		27,307 ⁽⁴⁾	D	$9.86	5,997,336 ⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy) ⁽⁶⁾	$9.86	2/19/14		A		27,307		2/19/14	2/19/24	Common Stock	27,307	$0	27,307	D
Stock Option (Right to Buy) ⁽⁷⁾	$9.86	2/19/14		A		550,000		⁽⁸⁾	2/19/24	Common Stock	550,000	$0	550,000	D

Explanation of Responses:

(1) The sale of shares was effecutated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

(2) This transaction was executed in multiple sales through a sale order executed by a broker-dealer at prices ranging from $9.75 to $9.88. The price reported in this column reflects the weighted average sale price. The Reporting Person will provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

(3) In August 2012, Mr. Murphy received a grant of performance-based restricted stock units for 200,000 shares of Issuer's common stock, with 25% of the shares vesting upon the achievement of each of four specific performance milestones prior to December 31, 2014. On February 19, 2014, the Compensation Committee of the Issuer's Board of Directors determined that, as a result of the Issuer obtaining analyst coverage for its common stock, Mr. Murphy had achieved the third of four performance milestones and had vested in an additional 50,000 shares.

(4) These shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting of performance-based restricted stock units granted in August 2012.

(5) This number does not include 898,756 shares of common stock underlying oustanding options and 30,000 shares of common stock underlying warrants held by Mr. Murphy; post-transaction Mr. Murphy continues to beneficially own or have a right to acquire 6,926,092 shares of common stock.

(6) The option was automatically issued pursuant to the terms of the Reporting Person's Equity Incentive Award Agreement issued in August 2012.

(7) Annual long-term equity award approved by the Compensation Committee.

(8) 25% of the option shares vest and become exercisable on February 19, 2015 and the remaining shares vest in 12 equal quarterly installments thereafter.

	/s/ Keith Murphy	2/20/14
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Murphy Keith – ‘4’ for 2/18/14 re: Organovo Holdings, Inc.

On: Thursday, 2/20/14, at 7:46pm ET · For: 2/18/14 · As: Director and Officer · Accession #: 1181431-14-8178 · File #: 1-35996

Previous ‘4’: ‘4’ on / for 2/13/14 · Next: ‘4’ on 2/18/15 for 2/13/15 · Latest: ‘4’ on / for 11/17/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Murphy Keith – ‘4’ for 2/18/14 re: Organovo Holdings, Inc.

On: Thursday, 2/20/14, at 7:46pm ET · For: 2/18/14 · As: Director and Officer · Accession #: 1181431-14-8178 · File #: 1-35996

Previous ‘4’: ‘4’ on / for 2/13/14 · Next: ‘4’ on 2/18/15 for 2/13/15 · Latest: ‘4’ on / for 11/17/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents