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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANOFI-AVENTIS 174, AVENUE DE FRANCE PARIS, I0 75013 |
X | |||
River Acquisition Corp. 55 CORPORATE DRIVE BRIDGEWATER, NJ 08807 |
X | |||
Sanofi-Aventis Amerique du Nord S.N.C. 174, AVENUE DE FRANCE PARIS, I0 75013 |
X | |||
AVENTIS INC 3711 KENNETT PIKE, SUITE 200 GREENVILLE, DE 19807 |
X |
/s/ SEE EXHIBIT 99.1 | 02/11/2010 | |
**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) | Reflects shares acquired by Aventis Inc. ("Aventis") from Chattem, Inc. ("Chattem"), pursuant to the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of December 20, 2009, among sanofi-aventis ("Parent"), River Acquisition Corp. (the "Purchaser") and Chattem, and subsequently contributed to the Purchaser. |
(2) | The shares are held by the Purchaser. The Purchaser is an indirect, wholly-owned subsidiary of Parent and a direct, wholly-owned subsidiary of Aventis. Aventis is a wholly-owned subsidiary of Sanofi-aventis Am??rique du Nord S.N.C. ("ADN"). ADN is a wholly-owned subsidiary of Parent. The shares may also be deemed to be indirectly beneficially owned by Parent, ADN and Aventis. |
(3) | Reflects shares purchased in a tender offer. |