Whitfield Theodore K JR 4

4 · CHATTEM INC · Filed Mar 12, 2010

Form 4

Period: 2010-03-10

VP and General Counsel

Transactions

Disposition to Issuer
2005 Stock Option (right to buy)
2010-03-10$33.73/sh−12,500$421,625→ 0 total
Exercise: $59.77Exp: 2013-04-25→ Common Stock (12,500 underlying)
Disposition to Issuer
2009 Stock Option (right to buy)
2010-03-10$37.96/sh−12,000$455,520→ 0 total
Exercise: $55.54Exp: 2015-04-29→ Common Stock (12,000 underlying)
Disposition to Issuer
2005 Stock Option (right to buy)
2010-03-10$55.43/sh−8,000$443,440→ 0 total
Exercise: $38.07Exp: 2012-01-30→ Common Stock (8,000 underlying)
Disposition to Issuer
2005 Stock Option (right to buy)
2010-03-10$22.55/sh−12,000$270,600→ 0 total
Exercise: $70.95Exp: 2014-04-30→ Common Stock (12,000 underlying)
Disposition to Issuer
2005 Stock Option (right to buy)
2010-03-10$51.41/sh−15,000$771,150→ 0 total
Exercise: $42.09Exp: 2012-04-20→ Common Stock (15,000 underlying)

Footnotes (3)

[F1]The options became fully vested and exercisable in accordance with their terms on February 9, 2010, upon the consummation of the tender offer commenced by River Acquisition Corp. ("River"), an indirect wholly-owned subsidiary of sanofi-aventis ("sanofi"), for all outstanding shares of issuer common stock.
[F2]Pursuant to the Agreement and Plan of Merger, dated as of December 20, 2009, among the issuer, sanofi and River, the option was canceled in exchange for a cash payment equal to (i) the excess of (A) the merger consideration per share of issuer common stock (or $93.50 per share), over (B) the exercise price per share of issuer common stock subject to the option, multiplied by (ii) the number of shares of issuer common stock underlying the option.
[F3]Effective November 30, 2005, the option was fully vested pursuant to an amendment to the grant agreement under which the option was granted.

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