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4//SEC Filing

Ajani Mauro 4

Accession 0001019687-13-000931

CIK 0001172480other
View on SEC.govCompany Profile

Filed

Mar 20, 8:00 PM ET

Accepted

Mar 21, 8:00 PM ET

Size

17.5 KB

Accession

0001019687-13-000931

Insider Transaction Report

Form 4
Period: 2010-11-17
SANTARUS INCSNTS
Cosmo Technologies Ltd
10% Owner
Transactions
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
Cipriano Giuseppe
Other
Transactions
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
Cosmo Holding S.p.A.
Other
Transactions
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
Cosmo Pharmaceuticals S.p.A.
Other
Transactions
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
Ajani Mauro
Other
Transactions
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
Moro Luigi
Other
Transactions
  • Other

    Common Stock

    2010-11-17$3.09/sh+972,132$2,999,999→ 6,972,132 total
  • Other

    Subscription Rights (right to buy)

    2013-02-13$12.37/sh+565,793$6,999,991→ 565,793 total
    Exercise: $12.37From: 2013-02-13Exp: 2013-04-15→ Common Stock (565,793 underlying)
  • Other

    Common Stock

    2012-02-17$4.41/sh+906,412$3,999,996→ 7,878,544 total
Footnotes (4)
  • [F1]The reported securities were acquired by Cosmo Technologies, Ltd. ("Cosmo") in connection with a strategic collaboration entered into between Cosmo and the Issuer on December 10, 2008, including a License Agreement (the "License Agreement") and Stock Issuance Agreement (the "Stock Issuance Agreement"). Pursuant to the License Agreement, the Issuer paid Cosmo for certain clinical and regulatory milestones for the Licensed Products (as defined in the License Agreement). Pursuant to the Stock Issuance Agreement, such payments were payable in either cash or through the issuance of additional shares of common stock of the Issuer, at Cosmo's option. Cosmo elected to receive payment in additional shares of common stock of the Issuer.
  • [F2]These securities are owned directly by Cosmo, which is a wholly-owned subsidiary of Cosmo Pharmaceuticals S.p.A., which is a majority owned subsidiary of Cosmo Holding S.p.A. Cosmo Pharmaceuticals S.p.A. and Cosmo Holding S.p.A. are indirect beneficial owners of the reported securities. Messrs. Giuseppe Cipriano, Luigi Moro and Mauro Ajani may also be deemed to be indirect beneficial owners of the reported securities due to their relationship with these entities.
  • [F3]Right to acquire (within the next 60 days) approximately 565,793 shares of common stock of the Issuer which may be issued to Cosmo in lieu of cash as payment of the new milestone payment of approximately $7 million pursuant to the License Agreement and Stock Issuance Agreement.
  • [F4]Based on the average daily closing price of the shares as reported on the Nasdaq Global Market for the 30 consecutive trading days ending on the day immediately prior to the achievement of the milestone resulting in the option to receive such shares as provided in the License Agreement and Stock Issuance Agreement.

Documents

1 file

Issuer

SANTARUS INC

CIK 0001172480

→
Entity typeother

Related Parties

1
  • filerCIK 0001452701

Filing Metadata

Form type
4
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 8:00 PM ET
Size
17.5 KB
View on SEC.gov