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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 | |
Artal International S.C.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310 |
X | X | ||
Invus, L.P. CLARENDON HOUSE, 2 CHURCH STREET HAMILTON HM II, D0 |
X | X | ||
Invus Advisors, L.L.C. 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
Invus Public Equities, L.P. CLARENDON HOUSE, 2 CHURCH STREET HAMILTON HM II, D0 |
X | X | ||
Invus Public Equities Advisors, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY 10022 |
X | X | ||
Artal International Management S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310 |
X | X | ||
Artal Group S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310 |
X | X | ||
WESTEND S.A. 10-12 AVENUE PASTEUR LUXEMBOURG, N4 L-2310 |
X | X | ||
Stichting Administratiekantoor Westend DE BOELELAAN 7, AMSTERDAM, P7 NL-1083 HJ |
X | X | ||
Minne Pascal PLACE STE. GUDULE, 19 BRUXELLES, C9 B-1000 |
X | X |
ARTAL INTERNATIONAL S.C.A., By: ARTAL INTERNATIONAL MANAGEMENT S.A, its managing partner, By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | 10/25/2012 | |
**Signature of Reporting Person | Date | |
INVUS, L.P., By: INVUS ADVISORS, L.L.C., its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President | 10/25/2012 | |
**Signature of Reporting Person | Date | |
INVUS PUBLIC EQUITIES, L.P., By: INVUS PUBLIC EQUITIES ADVISORS, LLC, its general partner, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President | 10/25/2012 | |
**Signature of Reporting Person | Date | |
INVUS ADVISORS, L.L.C., By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President | 10/25/2012 | |
**Signature of Reporting Person | Date | |
INVUS PUBLIC EQUITIES ADVISORS, LLC, By: /s/ Raymond Debbane, Name: Raymond Debbane, Title: President | 10/25/2012 | |
**Signature of Reporting Person | Date | |
ARTAL INTERNATIONAL MANAGEMENT S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director | 10/25/2012 | |
**Signature of Reporting Person | Date | |
ARTAL GROUP S.A., By: /s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person | 10/25/2012 | |
**Signature of Reporting Person | Date | |
WESTEND S.A., By: /s/ Pascal Minne, Name: Pascal Minne, Title: Director | 10/25/2012 | |
**Signature of Reporting Person | Date | |
STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Pascal Minne, Name: Pascal Minne, Title: Sole Member of the Board | 10/25/2012 | |
**Signature of Reporting Person | Date | |
PASCAL MINNE, /s/ Pascal Minne | 10/25/2012 | |
**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) | On October 23, 2012, Invus, L.P. agreed to purchase 3,000,000 shares of Issuer common stock from the underwriters in a public offering of Issuer common stock. The purchase closed on October 23, 2012. |
(2) | 247,818,843 of the reported shares of Issuer common stock are owned directly by Invus, L.P., 29,782,609 of the reported shares of Issuer common stock are owned directly by Invus C.V. and 5,553,292 of the reported shares of Issuer common stock are owned directly by Invus Public Equities, L.P. Invus Advisors, L.L.C. is the general partner of Invus, L.P., and Invus Public Equities Advisors, LLC is the general partner of Invus Public Equities, L.P. Artal International S.C.A. is the managing member of each of Invus Advisors, L.L.C. and Invus Public Equities Advisors, LLC. Artal International Management S.A. is the managing partner of Artal International S.C.A., which is a wholly owned subsidiary of Artal Group S.A., which is a wholly owned subsidiary of Westend S.A., which is a wholly owned subsidiary of Stichting Administratiekantoor Westend (the "Stichting"). (Continued in footnote 3) |
(3) | Mr. Pascal Minne is the sole member of the board of the Stichting. Ulys, L.L.C. is the general partner of Invus C.V., and Mr. Raymond Debbane is the sole member of Ulys, L.L.C. Accordingly, each of the Reporting Persons may be deemed to be beneficial owners of some or all of the reported securities. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. |
Remarks: Form 4 (1 of 2). This Form 4 relates to the Form 4 filed on the date hereof by Invus C.V., Ulys, L.L.C. and Mr. Debbane with respect to the 3,000,000 shares of Issuer common stock purchased by Invus, L.P. Such Reporting Persons, together with Artal International S.C.A., Invus, L.P., Invus Public Equities, L.P., Invus Advisors, L.L.C., Invus Public Equities Advisors, LLC, Artal International Management S.A., Artal Group S.A., Westend S.A., Stichting Administratiekantoor Westend and Mr. Minne, are joint filers with respect to such transaction. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to a stockholders' agreement between the Issuer and Invus, L.P. |