4//SEC Filing
PROLOR Biotech, Inc. 4
Accession 0001144204-13-049000
CIK 0001268659operating
Filed
Sep 2, 8:00 PM ET
Accepted
Sep 3, 4:36 PM ET
Size
20.1 KB
Accession
0001144204-13-049000
Insider Transaction Report
Form 4
FROST PHILLIP MD ET AL
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2013-08-29−9,803,249→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−55,000→ 0 totalExercise: $5.47Exp: 2021-08-04→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−542,000→ 0 totalExercise: $4.74Exp: 2023-02-04→ Common Stock (542,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−25,000→ 0 totalExercise: $0.65Exp: 2019-02-05→ Common Stock (25,000 underlying)
Frost Gamma Investments Trust
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2013-08-29−9,803,249→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−542,000→ 0 totalExercise: $4.74Exp: 2023-02-04→ Common Stock (542,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−25,000→ 0 totalExercise: $0.65Exp: 2019-02-05→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-08-29−55,000→ 0 totalExercise: $5.47Exp: 2021-08-04→ Common Stock (55,000 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 23, 2013 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc. ("OPKO") and POM Acquisition, Inc. ("POM"), a wholly-owned subsidiary of OPKO formed for the purpose of facilitating the merger of POM with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of the Issuer was cancelled and converted into the right to receive 0.9951 of a share of common stock, par value $0.01 per share, of OPKO ("OPKO Common Stock"). The OPKO Common Stock has a market value of $8.49 per share (based on the closing price per share of OPKO Common Stock on August 29, 2013, the effective date of the Merger).
- [F2]These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder.
- [F3]Pursuant to the Merger Agreement, this option, which vested in 1 installment on February 5, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 24,877 shares of OPKO Common Stock at an exercise price of $0.66 per share.
- [F4]Pursuant to the Merger Agreement, this option, which vested in 1 installment on August 4, 2012, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 54,730 shares of OPKO Common Stock at an exercise price of $5.50 per share.
- [F5]Pursuant to the Merger Agreement, this option, which provided for vesting in 12 equal monthly installments beginning on March 4, 2013, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 539,344 shares of OPKO Common Stock at an exercise price of $4.77 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.
Issuer
PROLOR Biotech, Inc.
CIK 0001268659
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001268659
Filing Metadata
- Form type
- 4
- Filed
- Sep 2, 8:00 PM ET
- Accepted
- Sep 3, 4:36 PM ET
- Size
- 20.1 KB