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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 | $ 30.1867 | 12/23/2008 | D | 62,500 | (2) | 03/01/2012 | Common Stock | 62,500 | (3) | 0 | D | ||||
Stock Options | $ 43.34 | 12/23/2008 | D | 45,000 | (2) | 07/30/2013 | Common Stock | 45,000 | (4) | 0 | D | ||||
Stock Options | $ 35.01 | 12/23/2008 | D | 30,000 | (2) | 08/04/2014 | Common Stock | 30,000 | (5) | 0 | D | ||||
Stock Appreciation Rights | $ 46.99 | 12/23/2008 | D | 30,000 | (2) | 07/27/2015 | Common Stock | 30,000 | (6) | 0 | D | ||||
Stock Appreciation Rights | $ 48.8 | 12/23/2008 | D | 30,000 | 11/11/2008 | 07/26/2016 | Common Stock | 30,000 | (7) | 0 | D | ||||
Stock Appreciation Rights | $ 49.49 | 12/23/2008 | D | 15,000 | 11/11/2008 | 03/07/2017 | Common Stock | 15,000 | (8) | 0 | D | ||||
Stock Appreciation Rights | $ 55.81 | 12/23/2008 | D | 30,000 | 11/11/2008 | 08/09/2017 | Common Stock | 30,000 | (9) | 0 | D | ||||
Stock Appreciation Rights | $ 49.22 | 12/23/2008 | D | 45,000 | 11/11/2008 | 03/04/2018 | Common Stock | 45,000 | (10) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KILLION FREDERICK BARR PHARMACEUTICALS, INC. 225 SUMMIT AVENUE MONTVALE, NJ 07645 |
General Counsel |
/s/ William T. McKee as Attorney-in-Fact for Frederick Killion | 12/29/2008 | |
**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) | Disposed of pursuant to a merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for 7,268 shares of Teva Common Stock having a market value of $41.82 per share on the effective date of the merger and cash in the amount of $462,401.10. |
(2) | Option vested equally over a 3 year period from grant date |
(3) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $2,269,581.25, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $30.1867 per share. |
(4) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $1,042,200, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $43.34 per share. |
(5) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $944,700, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $35.01 per share. |
(6) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $585,300, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $46.99 per share. |
(7) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $531,000, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $48.80 per share. |
(8) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $255,150, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $49.49 per share. |
(9) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $320,700, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $55.81 per share. |
(10) | These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $777,600, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $49.22 per share. |