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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 | ||||||||
Performance Restricted Stock Unit | (2) | 01/23/2014 | M | 8,346 | (2) | 02/08/2022 | Common Stock | 8,346 | (2) | 0 | D | ||||
Performance Restricted Stock Unit | (2) | 01/23/2014 | M | 14,906 | (2) | 02/04/2023 | Common Stock | 14,906 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 2.48 | 01/23/2014 | D | 68,750 | (3) | 10/28/2019 | Common Stock | 68,750 | $ 0.44 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 1.91 | 01/23/2014 | D | 52,085 | (3) | 02/08/2020 | Common Stock | 52,085 | $ 1.01 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nardoci Jeffrey C C/O SOLTA MEDICAL 25881 INDUSTRIAL BLVD. HAYWARD, CA 94545 |
VP Worldwide Mktg/GM Surg Supp |
/s/ Jeffrey C. Nardoci | 01/26/2014 | |
**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) | Includes 107,133 shares deemed acquired pursuant to the grant of restricted stock units ("RSU's" ) on various dates. The vesting of the RSU's was accelerated in connection with the merger of the Issuer with Valeant Pharmaceuticals International, a Delaware corporation (the "Merger"). |
(2) | Each performance right represented a contingent right to receive a share of Issuer common stock based on the Issuer's stock price performance. In connection with the Merger, the vesting (thus, the settlement) of the performance right was accelerated. |
(3) | This option, which had become fully vested and exercisable, was cancelled at the closing of the Merger in exchange for a cash payment equal to the product of (a) the number of shares underlying this option and (b) the difference between the merger consideration of $2.92 per share and the exercise price per share of this option. |