|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock options | $ 11.06 | 11/20/2008 | G(1) | V | 168,729 (1) | (2) | 08/11/2009 | Common Stock | 168,729 | (1) | 0 | D | |||
Stock options | $ 11.06 | 11/20/2008 | G(1) | V | 168,729 (1) | (2) | 08/11/2009 | Common Stock | 168,729 | (1) | 168,729 | I | By Family LLC | ||
Stock options | $ 24.57 | 11/20/2008 | G(1) | V | 135,000 (1) | (3) | 08/09/2010 | Common Stock | 135,000 | (1) | 0 | D | |||
Stock options | $ 24.57 | 11/20/2008 | G(1) | V | 135,000 (1) | (3) | 08/09/2010 | Common Stock | 135,000 | (1) | 135,000 | I | By Family LLC | ||
Stock options | $ 11.06 | 11/20/2008 | S(5) | 167,042 (4) | (2) | 08/11/2009 | Common Stock | 168,729 (4) | (4) | 1,687 (5) | I | By Family LLC | |||
Stock options | $ 24.57 | 11/20/2008 | S(5) | 133,650 (4) | (3) | 08/09/2010 | Common Stock | 135,000 (4) | (4) | 1,350 (5) | I | By Family LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOWNEY BRUCE BARR PHARMACEUTICALS, INC 225 SUMMIT AVE. MONTVALE, NJ 07645 |
X | Chairman & CEO |
/s/ William T. McKee as Attorney-in-Fact for Bruce Downey | 11/24/2008 | |
**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) | On November 20, 2008 and for estate planning purposes, the reporting person contributed these stock options to a family limited liability company (the "LLC"). |
(2) | The options became exercisable in three equal annual installments on August 11, 2000, August 11, 2001 and August 11, 2002. |
(3) | The options became exercisable in three equal annual installments on August 9, 2001, August 9, 2002 and August 9, 2003. |
(4) | On November 20, 2008, the reporting person sold his 99% interest in the LLC to two trusts (the "Trusts") established for the benefit of his adult children. The reporting person is neither a trustee nor a beneficiary of the Trusts. Each Trust paid $3,990,000 for a 49.5% interest in the LLC. |
(5) | Represents a 1% interest in the LLC holding the options. |