4//SEC Filing
GENAERA CORP 4
Accession 0001181431-09-010581
CIK 0000880431operating
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 2:30 PM ET
Size
7.7 KB
Accession
0001181431-09-010581
Insider Transaction Report
Form 4
GENAERA CORPGENR
Kaye Mitchell D
Director10% Owner
Transactions
- Other
Warrants (Right to Buy)
2008-12-24−210,375→ 411,205 total(indirect: See footnotes)Exercise: $3.66From: 2006-12-30Exp: 2011-12-30→ Common Stock, Par Value $.002 (210,375 underlying)
Footnotes (3)
- [F1]Voluntary surrender for no value of warrants to purchase up to 210,375 common shares, $0.002 par value per share (the "Common Shares"), of Genaera Corporation, a Delaware corporation (the "Company") at an exercise price of $3.6606 per share by Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP").
- [F2]As of December 24, 2008, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held 1,778,176 Common Shares of the Company and warrants to purchase up to 411,205 Common Shares of the Company at an exercise price of $3.6606 per share. All of the warrants provide that the holder does not have the right to exercise any portion of the warrant, to the extent that after giving effect to such exercise, such holder would beneficially own in excess of 4.99% of the number of Common Shares of the Company outstanding immediately after giving effect to such exercise.
- [F3]Xmark Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"), is the sole member and the investment manager of Opportunity LP and Opportunity Ltd, and the investment manager of Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Mitchell D. Kaye and David C. Cavalier, the Chief Executive Officer and Chief Operating Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, share voting and investment power with respect to all securities beneficially owned by Opportunity Partners. The reporting person's interest in the securities reported herein is limited to the extent of his pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any.
Documents
Issuer
GENAERA CORP
CIK 0000880431
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000880431
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 2:30 PM ET
- Size
- 7.7 KB