4//SEC Filing
BMP Sunstone CORP 4
Accession 0001181431-11-014724
CIK 0001281696operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 6:12 PM ET
Size
24.1 KB
Accession
0001181431-11-014724
Insider Transaction Report
Form 4
HARRINGTON DANIEL P
Director
Transactions
- Disposition to Issuer
12.5% March Cash Secured Convertible Note due July 1, 2011
2011-02-24−16,666→ 0 total(indirect: By Partnership)Exercise: $3.00From: 2009-05-15Exp: 2011-07-01→ Common Stock (16,666 underlying) - Disposition to Issuer
12.5% March Cash Secured Convertible Note due July 1, 2011
2011-02-24−166,666→ 0 total(indirect: By TVI Corp.)Exercise: $3.00From: 2009-05-15Exp: 2011-07-01→ Common Stock (166,666 underlying) - Disposition to Issuer
Common Stock
2011-02-24$10.00/sh−17,385$173,850→ 0 total - Disposition to Issuer
Common Stock
2011-02-24$10.00/sh−1,154,602$11,546,020→ 0 total(indirect: By TVI Corp.) - Disposition to Issuer
Common Stock
2011-02-24$10.00/sh−10,000$100,000→ 0 total(indirect: By Partnership) - Disposition to Issuer
Stock option (right to buy)
2011-02-24$6.16/sh−50,000$308,000→ 0 totalExercise: $3.84Exp: 2019-10-27→ Common Stock (50,000 underlying) - Disposition to Issuer
Warrant for Common Stock
2011-02-24$0.63/sh−21,288$13,411→ 0 total(indirect: By TVI Corp.)Exercise: $9.37From: 2007-08-22Exp: 2012-08-22→ Common Stock (21,288 underlying) - Disposition to Issuer
12.5% March Cash Secured Convertible Note due July 1, 2011
2011-02-24−166,666→ 0 total(indirect: By Trust)Exercise: $3.00From: 2009-05-15Exp: 2011-07-01→ Common Stock (166,666 underlying) - Disposition to Issuer
12.5% Secured Convertible Note due July 1, 2011
2011-02-24−416,666→ 0 total(indirect: By TVI Corp.)Exercise: $3.00From: 2009-05-15Exp: 2011-07-01→ Common Stock (416,666 underlying)
Footnotes (9)
- [F1]Disposed of upon the merger (the "Merger") consummated pursuant to the Agreement and Plan of Merger, dated as of October 28, 2010, as amended on November 22, 2010, among the issuer, sanofi-aventis and Star 2010, Inc. (the "Merger Agreement"), in exchange for $10.00 per share.
- [F2]Mr. Harrington has dual voting and investment control over securities held by TVI Corp.
- [F3]Mr. Harrington has dual voting and investment control over securities held by HTH Limited Partnership.
- [F4]Pursuant to the Merger Agreement, all options became fully vested upon the consummation of the merger.
- [F5]Pursuant to the Merger Agreement, the option was converted into the right to receive a cash payment equal to the product of (x) the total number of shares of issuer common stock subject to the option multiplied by (y) the excess of the merger consideration (or $10.00 per share) over the exercise price per share of issuer common stock subject to the option.
- [F6]Pursuant to the Merger Agreement, the warrant was canceled in exchange for a lump sum cash payment equal to (i) the product of (A) the number of shares of issuer common stock subject to the warrant and (B) the merger consideration (or $10.00 per share), minus (ii) the product of (A) the number of shares of issuer common stock subject to the warrant and (B) the per share exercise price of the warrant.
- [F7]Upon the consummation of the Merger, the 12.5% March Cash Secured Convertible Notes due July 1, 2011 are no longer convertible into shares of issuer common stock, but instead represent the right to receive an amount equal to (i) the face amount of the note plus all accrued but unpaid interest payable pursuant to the note, divided by (ii) the conversion price of $3.00, multiplied by (iii) the merger consideration (or $10.00 per share).
- [F8]Upon the consummation of the Merger, the 12.5% Secured Convertible Notes due July 1, 2011 are no longer convertible into shares of issuer common stock, but instead represent the right to receive an amount equal to (i) the face amount of the note plus all accrued but unpaid interest payable pursuant to the note, divided by (ii) the conversion price of $3.00, multiplied by (iii) the merger consideration (or $10.00 per share).
- [F9]Mr. Harrington has dual voting and investment control over securities held by Tinkham Veale II Revocable Trust.
Documents
Issuer
BMP Sunstone CORP
CIK 0001281696
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001281696
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 6:12 PM ET
- Size
- 24.1 KB