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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 Options | $ 1.3 | 01/17/2013 | D | 261,000 | 04/22/2003 | 04/22/2013 | Common Stock | 261,000 | (1) | 0 | D | ||||
Stock Options | $ 1.3 | 01/17/2013 | D | 72,055 | 04/22/2003 | 04/22/2013 | Common Stock | 72,055 | (1) | 0 | D | ||||
Stock Options | $ 1.5 | 01/17/2013 | D | 75,000 | (3) | 06/13/2013 | Common Stock | 75,000 | (1) | 0 | D | ||||
Stock Options | $ 3.2 | 01/17/2013 | D | 100,000 | 04/26/2004 | 04/26/2014 | Common Stock | 100,000 | (1) | 0 | D | ||||
Stock Options | $ 1.7 | 01/17/2013 | D | 375,000 | (4) | 01/10/2015 | Common Stock | 375,000 | (1) | 0 | D | ||||
Stock Options | $ 0.96 | 01/17/2013 | D | 225,000 | (5) | 01/25/2017 | Common Stock | 22,500 | (1) | 0 | D | ||||
Stock Options | $ 0.26 | 01/17/2013 | D | 390,000 | (6) | 01/25/2020 | Common Stock | 390,000 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CERRONE GABRIEL C/O CALLISTO PHARMACEUTICALS, INC. 420 LEXINGTON AVENUE, SUITE 1609 NEW YORK, NY 10170 |
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/s/ Gabriele Cerrone | 01/22/2013 | |
**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) | Pursuant to the Agreement and Plan of Merger, dated as of July 20, 2012, as amended October 15, 2012, by and between Synergy Pharmaceuticals Inc ("Synergy") and Callisto Pharmaceuticals, Inc. ("Callisto"), Callisto merged with and into Synergy (the "Merger"). Upon the effective time of the Merger, each share of Callisto common stock was cancelled and exchanged for .1799 shares of Synergy common stock (the "Exchange Ratio"). Each stock option exercisable for shares of Callisto common stock that is outstanding at the effective time of the Merger was assumed by Synergy and converted into a stock option to purchase the number of shares of Synergy's common stock that the holder would have received if such holder had exercised such stock option for shares of Callisto common stock prior to the Merger and exchanged such shares for Synergy common stock in accordance with the Exchange Ratio. |
(2) | Mr. Cerrone is the sole director of Panetta Partners Ltd. and in such capacity exercise voting and dispositive control over securities owned by Panetta Partners Ltd. despit him having only a small pecuniary interest in such securities. |
(3) | 25,000 options vested on each of July 1, 2004, 2005 and 2006, respectively. |
(4) | 187,500 options vested on each of December 27, 2005 and 2006, respectively. |
(5) | 75,000 options vested on each of December 31, 2007, 2008 and 2009, respectively. |
(6) | 130,000 options vested on each of January 25, 2011 and 2012, respectively and 130,000 will vest on January 25, 2013. |