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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 | |
PETTI STEPHEN J C/O NEUROBIOLOGICAL TECHNOLOGIES, INC. 2000 POWELL STREET, SUITE 800 EMERYVILLE, CA 94608 |
VP of Product Development |
/s/ Jonathan R. Wolter, by power of attorney | 12/06/2005 | |
**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 December 2, 2005, the Issuer issued and delivered the foregoing shares of common stock pursuant to that certain Agreement and Plan of Reorganization, dated as of July 14, 2004, between the Issuer and Empire Pharmaceuticals, Inc. (the "Agreement"). The shares were issued as contingent consideration following the enrollment on November 22, 2005 of the first patient in the Issuer's Phase III clinical trials of Viprinex for ischemic stroke. Under the Agreement, the Issuer was required to deliver the contingent consideration within 10 days from the date of first patient enrollment. No additional consideration was paid by the reporting person for the contingent shares and the reporting person's right to receive the contingent consideration was fixed and irrevocable on July 14, 2004, the effective date of the merger. |
(2) | The reporting person's spouse may deemed to be a beneficial owner of the 50% of the securities reported herein. |