ADOLOR CORP|4Dec 14, 9:11 AM ET

ADOLOR CORP 4

4 · ADOLOR CORP · Filed Dec 14, 2011

Insider Transaction Report

Form 4

Period: 2011-12-12

ADOLOR CORPADLR

NICKELSON DONALD E

Director

Transactions

Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$1.60/sh+20,000$32,000→ 433,065 total
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−20,000→ 0 total
Exercise: $3.73→ Adolor Common Stock (ADLR) (20,000 underlying)
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−30,000→ 0 total
Exercise: $1.39→ Adolor Common Stock (ADLR) (30,000 underlying)
Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$3.73/sh+20,000$74,600→ 363,065 total
Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$1.39/sh+30,000$41,700→ 463,065 total
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−20,000→ 0 total
Exercise: $1.60→ Adolor Common Stock (ADLR) (20,000 underlying)
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−30,000→ 0 total
Exercise: $1.77→ Adolor Common Stock (ADLR) (30,000 underlying)
Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$2.20/sh+20,000$44,000→ 413,065 total
Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$1.50/sh+30,000$45,000→ 493,065 total
Other
Adolor Common Stock (ADLR)
2011-12-12$4.25/sh−10,000$42,500→ 0 total(indirect: By Trust)
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−20,000→ 0 total
Exercise: $2.20→ Adolor Common Stock (ADLR) (20,000 underlying)
Exercise/Conversion
Adolor Common Stock (ADLR)
2011-12-12$1.77/sh+30,000$53,100→ 393,065 total
Other
Adolor Common Stock (ADLR)
2011-12-12$4.25/sh−493,065$2,095,526→ 0 total
Exercise/Conversion
Stock Option (right to buy)
2011-12-12−30,000→ 0 total
Exercise: $1.50→ Adolor Common Stock (ADLR) (30,000 underlying)

Footnotes (2)

[F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 24, 2011, by and among the Issuer, FRD Acquisition Corporation and Cubist Pharmaceuticals, Inc., on December 12, 2011, all outstanding shares of Adolor common stock were converted to the right to receive $4.25 per share in cash, plus one non-transferable contingent payment right for each share, which represents the right to receive up to $4.50 in cash subject to the fulfillment of certain conditions and/or the attainment of certain milestones, upon closing of the merger.
[F2]Transaction pertains to the vesting of unvested stock options and the issuance of shares of common stock underlying certain vested stock options, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 24, 2011, by and among the Issuer, FRD Acquisition Corporation and Cubist Pharmaceuticals, Inc. and the related Offer.

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