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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 | |
HealthCor Offshore GP, LLC 152 WEST 57TH STREET 43RD FLOOR NEW YORK, NY 10019 |
X | |||
HealthCor Hybrid Offshore GP, LLC 152 WEST 57TH STREET 43RD FLOOR NEW YORK, NY 10019 |
X | |||
HealthCor Hybrid Offshore Master Fund, L.P. 152 WEST 57TH STREET 43RD FLOOR NEW YORK, NY 10019 |
X | |||
HealthCor Offshore Master Fund, L.P. 152 WEST 57TH STREET 43RD FLOOR NEW YORK, NY 10019 |
X |
HEALTHCOR MANAGEMENT, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
HEALTHCOR CAPITAL L.P., for itself and as manager on behalf of HEALTHCOR L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
HEALTHCOR ASSOCIATES, LLC, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
HEALTHCOR GROUP, LLC, for itself and as general partner of (i) HEALTHCOR OFFSHORE GP, LLC, and (ii) HEALTHCOR HYBRID OFFSHORE GP, LLC, By: /s/ John H. Coghlin, General Counsel | 11/20/2009 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Healey, Individually | 11/20/2009 | |
**Signature of Reporting Person | Date | |
/s/ Arthur Cohen, Individually | 11/20/2009 | |
**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 18, 2009, HealthCor, L.P., HealthCor Offshore Master Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P. entered into a definitive binding agreement to sell an aggregate of 3,000,000 shares of Common Stock back to Valeant Pharmaceuticals, Inc. in an off-exchange, privately negotiated transaction. The closing under the agreement occurred on November 19, 2009. |
(2) | HealthCor Management, L.P. is the investment manager of HealthCor, L.P., HealthCor Offshore Master Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P., which are the direct beneficial owners of the securities reported herein. The general partner of HealthCor, L.P. is HealthCor Capital, L.P. and the general partner of HealthCor Capital, L.P. is HealthCor Group, LLC. The general partner of HealthCor Offshore Master Fund, L.P. is HealthCor Offshore GP, LLC. The general partner of HealthCor Hybrid Offshore Master Fund, L.P. is HealthCor Hybrid Offshore GP, LLC. HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and HealthCor Hybrid Offshore GP, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and Arthur Cohen and Joseph Healey are the managers of HealthCor Associates, LLC. |
(3) | (Continued from footnote 2) Each of the Reporting Persons disclaim beneficial ownership of any and all such securities in excess of its or their own actual pecuniary interest. |
Remarks: Due to the number of reporting persons, this is one of two Form 4s filed relating to the same transaction. |