4//SEC Filing
RHO CAPITAL PARTNERS VERWALTUNGS GMBH 4
Accession 0001181431-03-033776
CIK 0000927829other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 8:00 PM ET
Size
22.7 KB
Accession
0001181431-03-033776
Insider Transaction Report
Form 4
NITROMED INCNTMD
ATLAS CAPITAL CORP
10% Owner
Transactions
- Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+225→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (225 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+221→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (221 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+111→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (111 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+318→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (318 underlying) - Other
Right to Acquire Common Stock upon Conversion
2003-11-28+46,065→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (46,065 underlying)
Transactions
- Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+225→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (225 underlying) - Other
Right to Acquire Common Stock upon Conversion
2003-11-28+46,065→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (46,065 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+318→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (318 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+221→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (221 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+111→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (111 underlying)
RHO VENTURES IV QP LP
10% Owner
Transactions
- Other
Right to Acquire Common Stock upon Conversion
2003-11-28+46,065→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (46,065 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+225→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (225 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+221→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (221 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+318→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (318 underlying) - Other
Right to Acquire Common Stock Purchase Warrant
2003-11-28+111→ 0 total(indirect: see footnote)→ Warrant to Purchase Common Stock (111 underlying)
Footnotes (11)
- [F1]Represents a right to acquire ("the Stock Right") the Issuer's Common Stock upon conversion without payment of additional consideration upon satisfaction of certain conditions under a Loan Modification Agreement dated November 28, 2003 (the "Agreement"). This right, as well as rights to acquire securities of certain other issuers and certain assets, was acquired under the Agreement in settlement of a previously contracted debt. Such acquisition is exempt from Section 16(b) liability. The Stock Right can be converted 61 days following delivery of written notice by Rho Investment Partners "H", L.P. ("RIP H") that it has elected to convert; provided that such notice cannot be delivered prior to the initial closing under the Agreement. The initial closing will not take place until the satisfaction or waiver of all conditions under the Agreement. The Stock Right expires on the earlier of termination of the Agreement or the seventh anniversary of the initial closing under the Agreement.
- [F10]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on December 17, 2006.
- [F11]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on February 10, 2007.
- [F2]The Stock Right and Warrant Rights (defined in footnote 3 below) are held by Rho Investment Partners "H", L.P. ("RIP H"). Joshua Ruch is the sole stockholder of Atlas Capital Corp., which is the general partner of Rho Management Partners, L.P., which is the general partner of RIP H. Each of the Filing Persons disclaims beneficial ownership of the rights held by RIP H except to the extent of his or its pecuniary interest therein. Mark Leschly has no pecuniary interest in the Stock Right or the Warrant Rights.
- [F3]Represents a right to acquire a warrant (the "Warrant Right") to purchase the Issuer's Common Stock upon conversion without payment of additional consideration upon satisfaction of certain conditions under the Agreement. This right, as well as rights to acquire securities of certain other issuers and certain assets, was acquired under the Agreement in settlement of a previously contracted debt. Such acquisition is exempt from Section 16(b) liability. The Warrant Right can be converted 61 days following delivery of written notice by RIP H that it has elected to convert; provided that such notice cannot be delivered prior to the initial closing under the Agreement. The initial closing will not take place until the satisfaction or waiver of all conditions under the Agreement. The Warrant Right expires on the earlier of termination of the Agreement or the seventh anniversary of the initial closing under the Agreement.
- [F4]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on January 10, 2006.
- [F5]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on February 7, 2006.
- [F6]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on June 11, 2006.
- [F7]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on September 30, 2006.
- [F8]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on October 17, 2006.
- [F9]Upon conversion of the Warrant Right, the warrant will be exercisable at a per share exercise price of $0.08 and will expire on November 14, 2006
Documents
Issuer
NITROMED INC
CIK 0000927829
Entity typeother
IncorporatedGermany
Related Parties
1- filerCIK 0001269068
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 8:00 PM ET
- Size
- 22.7 KB