4//SEC Filing
BIOENVISION INC 4
Accession 0000950142-07-001594
CIK 0001028205operating
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 6:48 PM ET
Size
24.8 KB
Accession
0000950142-07-001594
Insider Transaction Report
Form 4
BIOENVISION INCBIVN
PERSEUS SOROS BIOPHARMACEUTICAL FUND LP
10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying) - Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total
PERSEUSPUR LLC
10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying) - Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total
PERSEUS SOROS PARTNERS LLC
10% OwnerOther
Transactions
- Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total - Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying)
PERSEUS BIOTECH FUND PARTNERS LLC
10% OwnerOther
Transactions
- Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total - Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying)
PEARL FRANK H
10% OwnerOther
Transactions
- Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total - Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying)
SOROS FUND MANAGEMENT LLC
10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying) - Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total
SFM PARTICIPATION LP
10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying) - Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total
SOROS GEORGE
10% OwnerOther
Transactions
- Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total - Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying)
SFM AH LLC
10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock
2007-07-10$3.00/sh−2,250,000$6,750,000→ 0 total→ Common Stock (4,500,000 underlying) - Other
Common Stock
2007-07-10$5.60/sh−3,375,044$18,900,246→ 0 total
Footnotes (5)
- [F1]All of the securities reported herein are held directly for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros") and indirectly by all of the other Reporting Persons, pursuant to the relationships set forth in this footnote (1) and footnote (2). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseuspur, L.L.C., a Delaware limited liability company ("Perseuspur"), is the managing member of Perseus Partners.
- [F2]Mr. Frank Pearl ("Mr. Pearl") is the sole member of Perseuspur and in such capacity may be deemed a beneficial owner of securities held for the account of Perseus-Soros. SFM AH, LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"). Mr. George Soros ("Mr. Soros") is the Chairman of SFM LLC and may be deemed a beneficial owner of securities held for the account of Perseus-Soros.
- [F3]Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, Mr. Pearl, SFM AH, SFM LLC, and Mr. Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Perseus-Soros. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseuspur, Mr. Pearl, SFM AH, SFM LLC, or Mr. Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount.
- [F4]In accordance with the Agreement and Plan of Merger, dated as of May 29, 2007, among Genzyme Corporation, a Massachusetts corporation ("Parent"), the issuer and Wichita Bio Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Genzyme Corporation ("MergerSub"), and the Tender and Voting Agreement, dated May 29, 2007, among Perseus-Soros, Parent and MergerSub, Perseus-Soros tendered all of its shares of Common Stock and Series A Convertible Preferred Stock in exchange for consideration equal to $5.60 per share of Common Stock and $11.20 per share of Series A Convertible Preferred Stock, plus any accrued but unpaid dividends with respect to such Series A Convertible Preferred Stock. On July 10, 2007, MergerSub accepted such shares for payment.
- [F5]Each share of Series A Convertible Preferred Stock was convertible into two shares of Common Stock at any time and had no expiration date.
Documents
Issuer
BIOENVISION INC
CIK 0001028205
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001028205
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 6:48 PM ET
- Size
- 24.8 KB