|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (Right to Buy) | $ 4.69 | 02/17/2006 | D | 20,000 | (6) | 01/01/2010 | Common Stock | 20,000 | $ 19.81 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 9.38 | 02/17/2006 | D | 13,334 | (6) | 01/01/2012 | Common Stock | 13,334 | $ 15.12 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 10,668 | (7) | 12/31/2013 | Common Stock | 10,668 | $ 9.5 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 4,667 | (8) | 05/25/2014 | Common Stock | 4,667 | $ 9.5 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 17.71 | 02/17/2006 | D | 10,000 | (9) | 05/17/2015 | Common Stock | 10,000 | $ 6.79 | 0 | D | ||||
| Warrant to Purchase Common Stock | $ 7.5 | 02/17/2006 | D | 13,334 | (10) | 11/16/2010 | Common Stock | 13,334 | $ 17 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRAHAM WILLIAM A IV C/O THE GRAHAM COMPANY THE GRAHAM BLDG., ONE PENN SQUARE WEST PHILADELPHIA, PA 19102 |
X | |||
| /s/ Richard A. Baron, Attorney In Fact for William A. Graham, IV | 02/17/2006 | |
| **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) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2005, among Animas Corporation, Johnson & Johnson and Emerald Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson (the "Merger Agreement"), each issued and outstanding share of common stock was automatically canceled and was converted into the right to receive a per share amount equal to $24.50 in cash, without interest. |
| (2) | Mr. Graham's spouse is a trustee of the Deed of Trust of William A. Graham, IV, Settlor, dated July 27, 1998, which is for Mr. Graham's spouse's benefit and the benefit of their children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (3) | Mr. Graham's spouse is a trustee of the Deed of Trust of William A. Graham, IV, Settlor, dated May 29, 1996, which is for Mr. Graham's spouse's benefit and the benefit of their children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (4) | Mr. Graham is the trustee of the Trust under Agreement of Laura M. Graham, dated June 19, 2000, which is for the benefit of one of his children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (5) | Mr. Graham is the trustee of the Trust under Agreement of William A. Graham, V, dated March 16, 2000, which is for the benefit of one of his children. Mr. Graham disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Graham is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (6) | This option, which was fully vested, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (7) | This option, which provided for vesting in eight equal quarterly installments commencing on March 31, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (8) | This option, which provided for vesting in four equal quarterly installments commencing on June 30, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (9) | This option, which provided for vesting in four equal quarterly installments commencing on August 17, 2005, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (10) | This warrant, which was exercisable in whole prior to the date of this filing, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the warrant, multiplied by the number of shares of common stock subject to the warrant. |