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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (1) | $ 0.3 | (2) | 11/21/2017 | Common Stock | 5,013,343 | 5,013,343 | D | ||||||||
Stock Options (1) | $ 0.3 | 12/04/2007 | A | 299,754 | (3) | 11/21/2017 | Common Stock | 299,754 | $ 0 | 299,754 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BECKER MICHAEL D 180 MT. AIRY ROAD, SUITE 102 BASKING RIDGE, NJ 07920 |
X | President and CEO |
/s/ Brian Lenz, as attorney-in-fact for Michael D. Becker | 12/04/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to Rule 16b-3 (right to buy); issued under the 2003 Stock Option Plan. |
(2) | 1,253,336 shares vest on each of 11/21/2008, 11/21/2009, and 11/21/2010; 1,253,335 shares vest on 11/21/2011. |
(3) | Represents a portion of shares subject to an option to purchase an aggregate of 856,400 shares granted 11/21/07 (the "Option"). The Option vests in 4 equal annual installments commencing 11/21/08, but in addition to such vesting, is only exercisable to the extent the Issuer shares held in escrow in connection with its acquisition of Greenwich Therapeutics, Inc. are released. On 12/4/07, 35% of the total escrowed shares were released. The 299,754 shares identified above represents 35% of the total shares subject to the Option. Of these shares, 214,100 vest and will be exercisable on 11/21/08; 85,644 vest and will be exercisable 11/21/09. |