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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 | |
Kaye Randall 101 ENTERPRISE, SUITE 300 ALISO VIEJO, CA 92656 |
Sr. VP, Chief Medical Officer |
/s/ Christine G. Ocampo, by power of attorney | 09/15/2009 | |
**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) | The reporting person's purchase of the 2,000 shares of the Issuer's common stock on September 11, 2009 at a price of $2.18 per share was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's sale of 2,000 shares of the Issuer's common stock at a price of $2.10 per share on September 15, 2009. The reporting person has not realized any gain in these transactions and purchased the shares for his children. |
(2) | Includes shares of common stock underlying Restricted Stock Units granted to the Reporting Person, which are subject to certain vesting conditions. |
(3) | A total of 12,500 shares of common stock are held indirectly by the Reporting Person, which consists of 6,250 shares held by each of the Reporting Person's son and daughter, respectively. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(4) | Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon the vesting of Restricted Stock Units granted to the Reporting Person under the Issuer's 2005 Equity Incentive Plan. The shares surrendered were valued based on the closing price of the Issuer's common stock on the vesting date. |