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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 | ||||||||
Director Stock Option (Right to Buy) | $ 9.38 | 02/17/2006 | D | 13,334 | (11) | 03/01/2012 | Common Stock | 13,334 | $ 15.12 | 0 | D | ||||
Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 10,668 | (12) | 12/31/2013 | Common Stock | 10,668 | $ 9.5 | 0 | D | ||||
Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 4,667 | (13) | 05/25/2014 | Common Stock | 4,667 | $ 9.5 | 0 | D | ||||
Director Stock Option (Right to Buy) | $ 17.71 | 02/17/2006 | D | 10,000 | (14) | 05/17/2015 | Common Stock | 10,000 | $ 6.79 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 9.38 | 02/17/2006 | D | 166,667 | (15) | 01/01/2012 | Common Stock | 166,667 | $ 15.12 | 0 | I | By Spouse | |||
Employee Stock Option (Right to Buy) | $ 9.38 | 02/17/2006 | D | 13,334 | (16) | 12/31/2012 | Common Stock | 13,334 | $ 15.12 | 0 | I | By Spouse |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CROTHALL GRAEME A C/O GCA SERVICES GROUP, INC. 100 FOUR FALLS CORPORATE CTR., STE. 650 CONSHOHOCKEN,, PA 19428 |
X | X | Spouse of CEO and President |
/s/ Richard A. Baron, Attorney In Fact for Graeme A. Crothall | 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) | Pursuant to 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"), 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. |
(2) | Graeme A. Crothall is the trustee of the Graeme A. Crothall 1999 Descendants Trust, which is for the benefit of his children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(3) | Graeme A. Crothall is the trustee of the Graeme A. Crothall Grantor Retained Annuity Trust, which is for the benefit of his children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(4) | Graeme A. Crothall is the trustee of the GK Trust, which is for the benefit of his children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(5) | Graeme A. Crothall's spouse is the trustee of the Peter D. Laakmann Trust, which is for the benefit of one of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(6) | Graeme A. Crothall's spouse is the trustee of the Christine Laakmann Trust, which is for the benefit of one of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(7) | Graeme A. Crothall's spouse is the trustee of the Gayle R. Laakmann Trust, which is for the benefit of one of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(8) | Graeme A. Crothall's spouse is the trustee of the Karen L. Laakmann Trust, which is for the benefit of one of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(9) | Graeme A. Crothall's spouse is the trustee of the Katherine D. Crothall 1999 Descendants Trust, which is for the benefit of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(10) | Graeme A. Crothall's spouse is the trustee of the Katherine D. Crothall Grantor Retained Annuity Trust, which is for the benefit of Mr. Crothall's spouse's children. Mr. Crothall disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Crothall is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(11) | This option, which was fully vested, 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. |
(12) | This option, which provided for vesting in eight equal quarterly installments commencing on March 31, 2004, 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. |
(13) | This option, which provided for vesting in four equal quarterly installments commencing on June 30, 2004, 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. |
(14) | This option, which provided for vesting in four equal quarterly installments commencing on August 17, 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. |
(15) | This option, which provided for vesting in five equal annual installments commencing on January 1, 2003, 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. |
(16) | This option, which provided for vesting in five equal annual installments commencing on December 31, 2003, 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. |