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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 1.24 | 10/03/2006 | A | 8,120 | (2) | 02/04/2014 | Common Stock | 8,120 | (3) | 8,120 | D | ||||
Employee Stock Option (Right to Buy) | $ 1.24 | 10/03/2006 | A | 32,480 | (4) | 06/12/2015 | Common Stock | 32,480 | (5) | 32,480 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Graham Evelyn A C/O TORREYPINES THERAPEUTICS, INC. 11085 NORTH TORREY PINES ROAD, SUITE 300 LA JOLLA, CA 92037 |
Chief Operating Officer |
/s/ Agatha M. Martindale, Attorney-in-fact | 10/05/2006 | |
**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) | Received in exchange for 200,000 shares of TPTX, Inc. common stock in connection with the Agreement and Plan of Merger and Reorganization entered into by and among the Issuer, its wholly-owned subsidiary and TPTX, Inc. (the "Merger Agreement"). |
(2) | As of the date of this report, 507 shares are exercisable. The remaining shares subject to such option vest in equal monthly installments and will be fully vested and exercisable on 01/05/08. |
(3) | Received pursuant to the Merger Agreement in exchange for an employee stock option to purchase 50,000 shares of TPTX, Inc. common stock with an exercise price of $0.20 per share. |
(4) | As of the date of this report, 1,015 shares are exercisable. The remaining shares subject to such option vest in equal monthly installments and will be fully vested and exercisable on 04/25/09. |
(5) | Received pursuant to the Merger Agreement in exchange for an employee stock option to purchase 200,000 shares of TPTX, Inc. common stock with an exercise price of $0.20 per share. |