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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 (Right to Buy) | $ 5.3948 | 07/22/2008 | D | 75,000 | 01/03/2001 | 01/03/2010 | Common Stock, $0.02 par value | 75,000 | (3) | 0 | D | ||||
| Option (Right to Buy) | $ 5.3948 | 07/22/2008 | D | 17,400 | 01/01/2002 | 01/01/2011 | Common Stock, $0.02 par value | 17,400 | (4) | 0 | D | ||||
| Option (Right to Buy) | $ 5.5096 | 07/22/2008 | D | 57,600 | 05/09/2002 | 05/09/2011 | Common Stock, $0.02 par value | 57,600 | (5) | 0 | D | ||||
| Option (Right to Buy) | $ 8.9898 | 07/22/2008 | D | 50,000 | 01/03/2003 | 01/03/2012 | Common Stock, $0.02 par value | 50,000 | (6) | 0 | D | ||||
| Option (Right to Buy) | $ 8.9898 | 07/22/2008 | D | 50,000 | 01/03/2004 | 01/03/2012 | Common Stock, $0.02 par value | 50,000 | (7) | 0 | D | ||||
| Option (Right to Buy) | $ 7.392 | 07/22/2008 | D | 25,000 | 01/01/2004 | 01/01/2013 | Common Stock, $0.02 par value | 25,000 | (8) | 0 | D | ||||
| Option (Right to Buy) | $ 7.392 | 07/22/2008 | D | 25,000 | 01/01/2005 | 01/01/2013 | Common Stock, $0.02 par value | 25,000 | (9) | 0 | D | ||||
| Option (Right to Buy) | $ 9.2194 | 07/22/2008 | D | 25,000 | 05/21/2004 | 05/21/2013 | Common Stock, $0.02 par value | 25,000 | (10) | 0 | D | ||||
| Option (Right to Buy) | $ 9.2194 | 07/22/2008 | D | 25,000 | 05/21/2005 | 05/21/2013 | Common Stock, $0.02 par value | 25,000 | (11) | 0 | D | ||||
| Option (Right to Buy) | $ 12.2129 | 07/22/2008 | D | 50,000 | 01/01/2005 | 01/01/2014 | Common Stock, $0.02 par value | 50,000 | (12) | 0 | D | ||||
| Option (Right to Buy) | $ 12.2129 | 07/22/2008 | D | 50,000 | 01/01/2006 | 01/01/2014 | Common Stock, $0.02 par value | 50,000 | (13) | 0 | D | ||||
| Option (Right to Buy) | $ 6.887 | 07/22/2008 | D | 50,000 | 03/30/2006 | 03/30/2015 | Common Stock, $0.02 par value | 50,000 | (14) | 0 | D | ||||
| Option (Right to Buy) | $ 6.887 | 07/22/2008 | D | 50,000 | 03/30/2007 | 03/30/2015 | Common Stock, $0.02 par value | 50,000 | (15) | 0 | D | ||||
| Option (Right to Buy) | $ 6.887 | 07/22/2008 | D | 50,000 | 03/30/2008 | 03/30/2015 | Common Stock, $0.02 par value | 50,000 | (16) | 0 | D | ||||
| Option (Right to Buy) | $ 10.8126 | 07/22/2008 | D | 45,666 | 05/23/2007 | 05/23/2016 | Common Stock, $0.02 par value | 45,666 | (17) | 0 | D | ||||
| Option (Right to Buy) | $ 10.8126 | 07/22/2008 | D | 45,667 | 05/23/2008 | 05/23/2016 | Common Stock, $0.02 par value | 45,667 | (18) | 0 | D | ||||
| Option (Right to Buy) | $ 10.8126 | 07/22/2008 | D | 45,667 | 07/22/2008(19) | 05/23/2016 | Common Stock, $0.02 par value | 45,667 | (20) | 0 | D | ||||
| Option (Right to Buy) | $ 10.9871 | 07/22/2008 | D | 33,333 | 05/23/2008 | 05/23/2017 | Common Stock, $0.02 par value | 33,333 | (21) | 0 | D | ||||
| Option (Right to Buy) | $ 10.9871 | 07/22/2008 | D | 66,667 | 07/22/2008(19) | 05/23/2017 | Common Stock, $0.02 par value | 66,667 | (22) | 0 | D | ||||
| Restricted Stock Units | (23) | 07/22/2008 | D | 27,000 | 07/22/2008(24) | (24) | Common Stock, $0.02 par value | 27,000 | (23) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MURPHY JAMES R 2 HOLLAND WAY EXETER, NH 03833 |
X | Chairman and CEO | ||
| /s/ James R. Murphy | 07/24/2008 | |
| **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 in connection with the merger of Beryllium Merger Corporation ("Acquisition Sub") with and into Bentley Pharmaceuticals, Inc. ("Bentley"), effective July 22, 2008 (the "Effective Time"), (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2008, by and among Bentley, Teva Pharmaceutical Industries, Ltd. and Acquisition Sub (the "Merger Agreement"). In connection with the Merger, each share of Common Stock listed in Table I was exchanged for the right to receive $14.8165, per share in cash. |
| (2) | Represents 100 shares of Common Stock held by Mr. Murphy's son, as to which Mr. Murphy disclaims beneficial ownership. |
| (3) | This option was cancelled in the Merger in exchange for a cash payment $706,627.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (4) | This option was cancelled in the Merger in exchange for a cash payment $163,937.58, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (5) | This option was cancelled in the Merger in exchange for a cash payment $536,077.44, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (6) | This option was cancelled in the Merger in exchange for a cash payment $291,335.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (7) | This option was cancelled in the Merger in exchange for a cash payment $291,335.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (8) | This option was cancelled in the Merger in exchange for a cash payment $185,612.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (9) | This option was cancelled in the Merger in exchange for a cash payment $185,612.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (10) | This option was cancelled in the Merger in exchange for a cash payment $139,927.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (11) | This option was cancelled in the Merger in exchange for a cash payment $139,927.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (12) | This option was cancelled in the Merger in exchange for a cash payment $130,180.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (13) | This option was cancelled in the Merger in exchange for a cash payment $130,180.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (14) | This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (15) | This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (16) | This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (17) | This option was cancelled in the Merger in exchange for a cash payment $182,842.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (18) | This option was cancelled in the Merger in exchange for a cash payment $182,846.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (19) | Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Time, became, as of the Effective Time fully vested and exercisable. |
| (20) | This option was cancelled in the Merger in exchange for a cash payment $182,846.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (21) | This option was cancelled in the Merger in exchange for a cash payment $127,645.39, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (22) | This option was cancelled in the Merger in exchange for a cash payment $255,294.61, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option. |
| (23) | In connection with the Merger, each Restricted Stock Unit was converted into the right to receive $14.8165 per share in cash. |
| (24) | Restricted Stock Units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Pursuant to the terms of the Merger Agreement, all restricted stock units, whether or not vested at the Effective Time, became, as of the Effective Time fully vested. |