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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 | ||||||||
Option to Purchase Common Stock | $ 8.75 | 12/29/2006 | D | 16,850 (3) | 12/29/2006(4) | 01/04/2010 | Common Stock | 16,850 | $ 8.75 | 0 | D | ||||
Option to Purchase Common Stock | $ 4.5625 | 12/29/2006 | D | 16,464 (3) | 12/29/2006(4) | 01/02/2011 | Common Stock | 16,464 | $ 12.9375 | 0 | D | ||||
Option to Purchase Common Stock | $ 11.9 | 12/29/2006 | D | 70,000 (3) | 12/29/2006(4) | 01/02/2012 | Common Stock | 70,000 | $ 5.6 | 0 | D | ||||
Option to Purchase Common Stock | $ 12.45 | 12/29/2006 | D | 80,000 (3) | 12/29/2006(4) | 01/02/2013 | Common Stock | 80,000 | $ 5.05 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHURCH KATRINA J 3160 PORTER DRIVE PALO ALTO, CA 94304 |
EVP Legal Affairs, GC & Secty |
Katrina J. Church | 01/03/2007 | |
**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) | In connection with the merger agreement between Issuer and Stiefel Laboratories, shares of the Issuer's common stock were converted into the right to receive $17.50 per share in cash, without interest. |
(2) | Immediately prior to the effective time of the merger between issuer and Stiefel Laboratories, Inc., all restrictions on these shares of restricted stock were released, and the shares became fully vested and eligible for the merger consideration in an amount equal to $17.50 multiplied by the number of shares of common stock subject to the restrictions, less any required witholding. |
(3) | Immediately prior to the effective time of the merger between issuer and Stiefel Laboratories, the options became fully vested. In exchange for the options, the Issuer paid to the Reporting Person either (a) -0- for each grant of options if the exercise price of the options was equal to or greater than the merger consideration of $17.50, or (b) an amount equal to the excess of the merger consideration ($17.50) over the exercise price multiplied by the number of shares of common stock subject to the option, less any required witholding, if the exercise price of the option was less than the merger consideration of $17.50. |
(4) | The stock options were granted under a Connetics Corporation stock option plan and, but for the merger between Issuer and Stiefel Laboratories, would have been exercisable at the rate of 25% on the one year anniversary and 1/48 per month thereafter. |