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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 | ||||||||
Stock Purchase Warrants (right to buy) | $ 15 (2) (3) | 01/07/2009 | P(1) | 500,000 | 01/07/2009 | 07/01/2010 | Common Stock | 500,000 | (2) | 500,000 | D | ||||
Stock Purchase Warrants (right to buy) | $ 20 (2) (4) | 01/07/2009 | P(1) | 1,000,000 | 01/07/2009 | 07/01/2011 | Common Stock | 1,000,000 | (2) | 1,000,000 | D | ||||
Stock Purchase Warrants (right to buy) | $ 30 (2) (5) | 01/07/2009 | P(1) | 1,500,000 | 01/07/2009 | 07/02/2012 | Common Stock | 1,500,000 | (2) | 1,500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Beacon Co C/O WHITELY CHAMBERS DON STREET ST. HELIER JERSEY CHANNEL ISL. JE4 9WG |
X |
/s/ Jonathan White, as Director of Stanhope Gate Corp., Beacon Company?s managing general partner | 01/09/2009 | |
**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) | These securities were purchased pursuant to the Securities Purchase Agreement between the Issuer, Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., dated November 19, 2008 (the "Securities Purchase Agreement"). These securities were distributed by Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P. to the Reporting Person and Rosebay Medical Company L.P., the ultimate parents of Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., via a series of distributions to each entity's limited partner until it reached the Reporting Person. |
(2) | The Stock Purchase Warrants to purchase Issuer's Common Stock (the "Warrants") were acquired as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement. These Warrants were distributed by Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P. to the Reporting Person and Rosebay Medical Company L.P., the ultimate parents of Purdue Pharma L.P. and Purdue Pharmaceutical Products L.P., via a series of distributions to each entity's limited partner until it reached the Reporting Person. |
(3) | The Warrants have the following exercise prices: (a) $15.00 per share from January 7, 2009 until September 30, 2009, (b) $16.25 per share from October 1, 2009 until January 3, 2010, (c) $17.50 per share from January 4, 2010 until March 31, 2010, (d) $18.75 per share from April 1, 2010 until June 30, 2010, and (e) $20.00 per share on July 1, 2010. |
(4) | The Warrants have the following exercise prices: (a) $20.00 per share from January 7, 2009 until September 30, 2010, (b) $22.50 per share from October 1, 2010 until January 2, 2011, (c) $25.00 per share from January 3, 2011 until March 31, 2011, (d) $27.50 per share from April 1, 2011 until June 30, 2011, and (e) $30.00 per share on July 1, 2011. |
(5) | The Warrants have the following exercise prices: (a) $30.00 per share from January 7, 2009 until October 2, 2011, (b) $32.50 per share from October 3, 2011 until January 2, 2012, (c) $35.00 per share from January 3, 2012 until April 1, 2012, (d) $37.50 per share from April 2, 2012 until July 1, 2012, and (e) $40.00 per share on July 2, 2012. |