|
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 Option | $ 3 | 04/17/2007 | D | 5,000 | (3) | 12/01/2013 | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Option | $ 3 | 04/17/2007 | D | 833 | (5) | 10/04/2014 | Common Stock | 833 | (6) | 0 | D | ||||
| Stock Option | $ 8.85 | 04/17/2007 | D | 7,500 | (7) | 05/23/2016 | Common Stock | 7,500 | (8) | 0 | D | ||||
| Stock Option | $ 3 | 04/17/2007 | D | 6,324 | (3) | 12/01/2013 | Common Stock | 6,324 | (9) | 0 | I | Corporate Opportunities Fund (Institutional) L.P. is the holder of this option. (2) | |||
| Stock Option | $ 3 | 04/17/2007 | D | 1,176 | (3) | 12/01/2013 | Common Stock | 1,176 | (10) | 0 | I | Corporate Opportunities Fund L. P. is the holder of this option. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GALE JAMES C C/O SANDERS MORRIS HARRIS, INC. 3100 JP MORGAN CHASE TOWER, 600 TRAVIS HOUSTON, TX 77002 |
X | X | ||
| /s/ David S. Tierney, M.D., Attorney in Fact for James C. Gale | 04/18/2007 | |
| **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 the Merger Agreement dated December 11, 2006 by and among the Issuer, Indevus Pharmaceuticals, Inc. ("Indevus") and Indevus' wholly-owned subsidiary Hayden Merger Sub, Inc. ("Hayden") pursuant to which the Issuer was the surviving entity in a merger with Hayden and became a wholly-owned subsidiary of Indevus. In the merger, the fund named as the direct owner of the subject shares received the aggregate number of shares of Indevus common stock (as referenced in the Remarks) having a market value of $7.05 per share, the closing price of Indevus' common stock on the Nasdaq Global Market on April 17, 2007, the closing date of the merger, plus for each share of the Issuer' common stock disposed, three contingent stock rights ("CSRs") convertible into $1.00 of Indevus common stock, $1.00 of Indevus common stock, $1.50 of Indevus common stock, respectively, if applicable milestones are achieved with respect to three of the Issuer's product candidates. |
| (2) | SMH Hydro Med, LLC, SMH Hydro Med II, LLC SMH Valera, LLC, Corporate Opportunities Fund, L.P., Corporate Opportunities Fund (Institutional), L.P., Life Sciences Opportunities Fund, L.P. and Life Sciences Opportunities Fund (Institutional), L.P. are affiliated funds of Sanders Morris Harris, Inc. Mr. Gale has sole voting and dispositive power over the shares held by Sanders Morris Harris, Inc., and therefore, may be deemed to own such shares beneficially. Mr. Gale disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in the above named funds. |
| (3) | This option vested ratably on an annual basis over a four year period beginning on 12/01/03. |
| (4) | This option was exchanged for 3,474 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs. |
| (5) | This option vested ratably on an annual basis over a four year period beginning on 10/04/04. |
| (6) | This option was exchanged for 578 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs. |
| (7) | This option would have vested completely on 05/23/07. |
| (8) | This option, the exercise price of which was $8.85, was exchanged for Indevus' unfunded and unsecured promise to issue, in the future, a number of shares of Indevus common stock determined by a formula intended to provide value equivalent to the CSRs, net of the option exercise price exceeding $7.75. |
| (9) | This option was exchanged for 4,394 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs. |
| (10) | This option was exchanged for 817 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs. |
| Remarks: Shares of Indevus common stock received by the affiliated funds of Sanders Morris Harris, Inc.: SMH Hydro Med LLC - 1,650,752 SMH Hydro Med II, LLC - 1,074,234 SMH Valera, LLC - 815,058 Corporate Opportunities Fund L.P. - 341,977 Corporate Opportunities Fund (Institutional) L.P. - 1,843,186 Life Sciences Opportunity Fund - 361,745 Life Sciences Opportunity (Institutional) Fund - 81,371 No fraction of a share of Indevus common stock was issued to the Reporting Person by virtue of the merger, but in lieu thereof Indevus paid or has agreed to pay to the Reporting Person an amount of cash (rounded to the nearest whole cent), equal to the product of: (i) any such fraction resulting from the merger, multiplied by (ii) $6.836. | |