4//SEC Filing
PERRY MARK W 4
Accession 0001181431-09-024476
CIK 0000713275other
Filed
May 11, 8:00 PM ET
Accepted
May 12, 6:44 PM ET
Size
15.0 KB
Accession
0001181431-09-024476
Insider Transaction Report
Form 4
PHARMOS CORPPARS
SANDELL SCOTT D
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
KRAMLICH C RICHARD
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
BARRIS PETER J
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
BARRETT M JAMES
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
PERRY MARK W
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
NEA PARTNERS 10 L P
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
NEW ENTERPRISE ASSOCIATES 10 L P
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
TRAINOR III EUGENE A
10% Owner
Transactions
- Other
Common Stock
2009-05-08$0.05/sh+543,427$29,345→ 14,435,105 total
Footnotes (2)
- [F1]The shares are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are M. James Barrett, Peter J. Barris, C. Richard Kramlich, Charles W. Newhall, III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor, III. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the Indirect Reporting Persons have no actual pecuniary interest therein.
- [F2]The Audit Committee of the issuer's Board of Directors (the "Audit Committee") determined on May 8, 2009 that NEA 10 became entitled to receive 543,427 shares of the issuer's common stock as an earn out payment following the satisfaction of a clinical milestone set forth in that certain Agreement and Plan of Merger, dated as of March 14, 2006, by and among the issuer, Vela Acquisition Corporation, and Vela Pharmaceuticals, Inc., as amended (the "Merger Agreement"). The number of shares issuable as an earn out payment was determined by the Audit Committee on May 8, 2009 pursuant to a formula set forth in the Merger Agreement which valued the issuer's common stock at a price of $0.054. The earn out shares will be issued on November 2, 2009. NEA 10's right to receive such additional shares of common stock, if any, became fixed and irrevocable on the effective date of the merger.
Documents
Issuer
PHARMOS CORP
CIK 0000713275
Entity typeother
Related Parties
1- filerCIK 0001062466
Filing Metadata
- Form type
- 4
- Filed
- May 11, 8:00 PM ET
- Accepted
- May 12, 6:44 PM ET
- Size
- 15.0 KB