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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 | ||||||||
ESPP (right to buy) (4) | $ 21.769 | 04/03/2006 | M | 588 (5) | 04/03/2006 | 04/03/2006 | Common Stock | 588 | $ 0 | 0 | D | ||||
ESPP (right to buy) (4) | $ 26.49 | 04/03/2006 | A | 531 (6) | 10/02/2006 | 10/02/2006 | Common Stock | 531 | $ 0 | 531 | D | ||||
Non-Qualified Stock Option (right to buy) (7) | $ 4 | 04/03/2006 | M | 5,000 | 03/31/2002 | 04/01/2007 | Common Stock | 5,000 | $ 0 | 50,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ISRAEL ROBERT J 777 OLD SAW MILL RIVER ROAD TARRYTOWN, NY 10591 |
Sr. VP, Medical Affairs |
Robert J. Israel | 04/05/2006 | |
**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) | Acquired upon the complete exercise of a grant under the Non-Qualified Employee Stock Purchase Plan, which grant was previously reported at the start of a six month option term, to acquire common stock up to an option amount which is 25% of the optionee's quarterly salary less $6,250, at a purchase price equal to the lower of 100% of the market value on the date of grant or 85% of the market value on the date of exercise. |
(2) | Includes shares of common stock acquired from the non-reportable exercise under a Qualified Employee Stock Purchase Plan. |
(3) | Sale under a 10b5-1 Plan, which was established in accordance with the policies and procedures of the Issuer, approved by its Board of Directors |
(4) | Granted under the Company's Non-Qualified Employeee Stock Purchase Plan. |
(5) | The option was granted on the first day of the option term and previously reported as a right to purchase shares of the Company's common stock at an exercise price equal to the market value on the date of grant. In accordance with the Non-Qualified Employee Stock Purchase Plan, the option is ultimately exercisable for an exercise price which is the lower of 100% of the market value on the grant date or 85% of the market value on the day prior to the exercise date. The number of shares exercised is based on the option amount divided by the lower of 100% of the market value on the grant date or 85% of the market value on the day prior to the exercise date. |
(6) | The option will be exercisable for that number of shares equal to the option amount (25% of the optionee's quarterly salary less $6,250) divided by the lesser of the market value of the common stock on the grant date or 85% of the market value on the day prior to the exercise date. |
(7) | The Reporting Person is exercising options under this grant in pre-established increments under and in accordance with provisions of a previously established Plan of Sale under Rule 10b5-1, which was established in accordance with the policies and procedures of the Issuer, approved by its Board of Directors. |