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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STRUNGMANN THOMAS DR INDUSTRIESTRASSE 25 83607 HOLZKIREHEN, GERMANY BERLIN, 2M 00000 |
X |
/s/ William F. Holt, Attorney-in-Fact | 07/25/2005 | |
**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) | The reporting person disclaims beneficial ownership of these securities, which were directly owned by Hexal AG ("Hexal"). The reporting person was an indirect significant stockholder, an executive officer and a director of Hexal. This report shall not be deemed an admission that the reporting person was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares were acquired by the purchaser through the acquisition of Hexal and no separate purchase price was assigned to the shares. |
(2) | The reporting person disclaims beneficial ownership of these securities, all of which were directly owned by Santo Holding (Deutschland) GmbH ("Santo"). The reporting person is an indirect significant stockholder and an executive officer of Santo. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The purchase price was paid to Santo in euros and equaled 1.3 billion, plus interest from the beginning of year to the closing of the purchase. Based on the dollar-to-euro exchange rate and the interest rate provided for in the agreement, both as of the close of business on February 18, 2005 (the last business day prior to the date on which the agreement was signed), including accrued interest through the date on which the agreement was signed, the purchase price represented approximately $28.45 per share as of such date. |