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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 15.63 | 02/17/2006 | D | 14,809 | (3) | 12/31/2014 | Common Stock | 14,809 | $ 8.87 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 15.63 | 02/17/2006 | D | 19,191 | (3) | 12/31/2014 | Common Stock | 19,191 | $ 8.87 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WOODRUFF DOUGLAS W C/O ANIMAS CORPORATION 200 LAWRENCE DRIVE WEST CHESTER, PA 19380 |
VP Qual. Assurance&Reg.Affairs | |||
| /s/ Richard A. Baron, Attorney In Fact for Douglas W. Woodruff | 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) | This amount includes shares of common stock acquired in accordance with 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"), whereby under the terms thereof, each participant's outstanding right to purchase shares of common stock under Animas Corporation's Employee Stock Purchase Plan ("ESPP") was terminated, and all amounts allocated for each participant's account (including executive officers) under the ESPP as of December 31, 2005 were used to purchase shares of common stock at the applicable price determined pursuant to the ESPP, using December 31, 2005 as the final purchase date for the then outstanding offering period. |
| (2) | Pursuant to the terms of 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. |
| (3) | This option, which provided for vesting in three equal annual installments commencing on December 31, 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. |