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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 | ||||||||
Option to Purchase Common Stock (Right to Buy) | $ 7.09 | 02/03/2014 | D | 25,000 | (3) | 05/28/2019 | Common Stock | 25,000 | $ 2.41 (3) | 0 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 9.3 | 02/03/2014 | D | 50,000 | (3) | 07/28/2019 | Common Stock | 50,000 | $ 0.2 (3) | 0 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 5.26 | 02/03/2014 | D | 35,000 | (4) | 03/03/2020 | Common Stock | 35,000 | $ 4.24 (4) | 0 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 5.25 | 02/03/2014 | D | 25,000 | (4) | 03/02/2021 | Common Stock | 25,000 | $ 4.25 (4) | 0 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 5.74 | 02/03/2014 | D | 50,000 | (4) | 02/28/2022 | Common Stock | 50,000 | $ 3.76 (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Franklin Joshua B C/O CORNERSTONE THERAPEUTICS INC. 1255 CRESCENT GREEN DRIVE, SUITE 250 CARY, NC 27518 |
VP, Strategy & Bus. Dev. |
/s/ Amy Diebler, attorney-in-fact for Joshua B. Franklin pursuant to a power of attorney | 02/04/2014 | |
**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) | Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Chiesi Farmaceutici S.p.A., Chiesi U.S. Corporation, and Cornerstone Therapeutics Inc., dated as of September 15, 2013, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock were automatically converted into the right to receive $9.50, without interest. |
(2) | Represents shares of restricted stock. Pursuant to the Merger, each restricted stock award outstanding at the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $9.50 and (ii) the number of shares of Cornerstone Therapeutics Inc. common stock subject to such award. |
(3) | This option, which was fully vested, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $9.50 over the exercise price per share of the option and (ii) the total number of shares underlying the option. |
(4) | This option, which provided for vesting as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 2.09% of the original number of shares at the end of each successive one-month period following the first anniversary of the grant date until the fourth anniversary of the grant date, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $9.50 over the exercise price per share of the option and (ii) the total number of shares underlying the option. |