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Home/Filings/4/0001140361-11-021870
4//SEC Filing

CLINICAL DATA INC 4

Accession 0001140361-11-021870

CIK 0000716646operating
View on SEC.govCompany Profile

Filed

Apr 11, 8:00 PM ET

Accepted

Apr 12, 9:21 PM ET

Size

89.0 KB

Accession

0001140361-11-021870

Insider Transaction Report

Form 4
Period: 2011-04-12
CLINICAL DATA INCCLDA
KIRK RANDAL J
Director10% Owner
Transactions
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−1,626,722$48,801,660→ 0 total(indirect: by Kirkfield)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−24,239$328,681→ 0 total(indirect: by Staff08)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (24,239 underlying)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−1,106,672$33,200,160→ 0 total(indirect: by R.J. Kirk DOT)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−23,600$708,000→ 0 total(indirect: by ZSK 2009)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−24,240$727,200→ 0 total(indirect: by Incentive08)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−48,478$1,454,340→ 0 total(indirect: by Staff08)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−48,478$1,454,340→ 0 total(indirect: by SenStaff08)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−3,380,985$101,429,550→ 0 total(indirect: by NRM V)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−110,385$1,496,821→ 0 total(indirect: by R.J. Kirk DOT)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (110,385 underlying)
  • Disposition from Tender

    Convertible Debt

    2011-04-12$30.00/sh−287,944$8,638,320→ 0 total(indirect: by JPK 2009)
    Exercise: $8.18From: 2009-02-25Exp: 2017-02-25→ Common Stock (287,944 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$21.88/sh−72,000$1,575,360→ 0 total(indirect: by MGK 2009)
    Exercise: $8.12From: 2009-08-25Exp: 2014-08-25→ Common Stock (72,000 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$20.26/sh−72,000$1,458,720→ 0 total(indirect: by MGK 2009)
    Exercise: $9.74From: 2009-08-25Exp: 2014-08-25→ Common Stock (72,000 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−16,300$221,028→ 0 total(indirect: by JPK 2008)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (16,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−16,300$221,028→ 0 total(indirect: by MGK 2008)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (16,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$20.26/sh−763,825$15,475,095→ 0 total(indirect: by NRM V)
    Exercise: $9.74From: 2009-08-25Exp: 2014-08-25→ Common Stock (763,825 underlying)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−146,900$4,407,000→ 0 total(indirect: by MGK 2009)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−32,500$975,000→ 0 total(indirect: by MGK 2008)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−1,212$36,360→ 0 total(indirect: by Lotus Capital)
  • Disposition from Tender

    Covertible Debit

    2011-04-12$30.00/sh−2,479,412$74,382,360→ 0 total(indirect: by R.J. Kirk DOT)
    Exercise: $8.18From: 2009-02-25Exp: 2017-02-25→ Common Stock (2,479,412 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$21.88/sh−72,000$1,575,360→ 0 total(indirect: by JPK 2009)
    Exercise: $8.12From: 2009-08-25Exp: 2014-08-25→ Common Stock (72,000 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−16,300$221,028→ 0 total(indirect: by ZSK 2008)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (16,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−606$8,217→ 0 total(indirect: by Lotus Capital)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (606 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−12,120$164,347→ 0 total(indirect: by Incentive08)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (12,120 underlying)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−32,500$975,000→ 0 total(indirect: by JPK 2008)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−32,500$975,000→ 0 total(indirect: ZSK 2008)
  • Disposition from Tender

    Warrant

    2011-04-12$21.88/sh−619,825$13,561,771→ 0 total(indirect: by R.J. Kirk DOT)
    Exercise: $8.12From: 2009-08-25Exp: 2014-08-25→ Common Stock (619,825 underlying)
  • Disposition from Tender

    Convertible Debt

    2011-04-12$30.00/sh−287,944$8,638,320→ 0 total(indirect: by MGK 2009)
    Exercise: $8.18From: 2009-02-25Exp: 2017-02-25→ Common Stock (287,944 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−7,300$98,988→ 0 total(indirect: by ZSK 2009)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (7,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$21.88/sh−763,825$16,712,491→ 0 total(indirect: by NRM V)
    Exercise: $8.12From: 2009-08-25Exp: 2014-08-25→ Common Stock (763,825 underlying)
  • Disposition from Tender

    Convertible Debt

    2011-04-12$30.00/sh−3,055,300$91,659,000→ 0 total(indirect: by NRM V)
    Exercise: $8.18From: 2009-02-25Exp: 2017-02-25→ Common Stock (3,055,300 underlying)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−2,326,687$69,800,610→ 0 total
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−1,049,877$31,496,310→ 0 total(indirect: by NRM II)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−290,014$8,700,420→ 0 total(indirect: by NRM III)
  • Disposition from Tender

    Warrant

    2011-04-12$20.26/sh−619,825$12,557,655→ 0 total(indirect: by R.J. Kirk DOT)
    Exercise: $9.74From: 2009-08-25Exp: 2014-08-25→ Common Stock (619,825 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−302,983$4,108,449→ 0 total(indirect: by Kirkfield)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (302,983 underlying)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−146,900$4,407,000→ 0 total(indirect: by JPK 2009)
  • Disposition from Tender

    Common Stock

    2011-04-12$30.00/sh−692,617$20,778,510→ 0 total(indirect: by Staff01)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−212,089$2,875,927→ 0 total
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (212,089 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−7,300$98,988→ 0 total(indirect: by JPK 2009)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (7,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$20.26/sh−72,000$1,458,720→ 0 total(indirect: by JPK 2009)
    Exercise: $9.74From: 2009-08-25Exp: 2014-08-25→ Common Stock (72,000 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−7,300$98,988→ 0 total(indirect: by MGK 2009)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-26→ Common Stock (7,300 underlying)
  • Disposition from Tender

    Warrant

    2011-04-12$13.56/sh−24,239$328,681→ 0 total(indirect: by SenStaff08)
    Exercise: $16.44From: 2009-03-26Exp: 2014-03-29→ Common Stock (24,239 underlying)
Footnotes (3)
  • [F1]In addition to the indicated cash consideration, each holder is entitled to a Contingent Value Right entitling the holder to additional payments of up to $6.00 per share, in the event that certain milestones are satisfied.
  • [F2]Randal J. Kirk (2000) Limited Partnership, RJK, L.L.C, and Zhong Mei, L.L.C. were liquidated effective as of November 30, 2009 and in connection therewith the assets, including CLDA shares held thereby, were distributed pro-rata to the beneficial owners of such entities or their designees. Such transactions constituted a change in form of beneficial ownership; Randal J. Kirk continues to control each of the resulting owners of the distributed CLDA shares: R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), and Lotus Capital (2000) Company, Inc. ("Lotus Capital").
  • [F3]Randal J. Kirk controls each of R.J. Kirk DOT, JPK 2009, MGK 2009, ZSK 2009, JPK 2008, MGK 2008, ZSK 2008, Lotus Capital, Kirkfield, L.L.C. ("Kirkfield"), Third Security Staff 2001 LLC ("Staff01"), Third Security Incentive 2008 LLC ("Incentive08"), Third Security Staff 2008 LLC ("Staff08"), Third Security Senior Staff 2008 LLC ("SenStaff08"), New River Management II, LP ("NRM II"), New River Management III, LP ("NRM III") and New River Management V, LP ("NRM V"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk.

Documents

1 file

Issuer

CLINICAL DATA INC

CIK 0000716646

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000716646

Filing Metadata

Form type
4
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 9:21 PM ET
Size
89.0 KB
View on SEC.gov