CLINICAL DATA INC 4

Accession 0001181431-11-023874

CIK 0000716646operating

View on SEC.gov Company Profile

Filed

Apr 12, 8:00 PM ET

Accepted

Apr 13, 6:51 PM ET

Size

28.0 KB

Accession

0001181431-11-023874

Insider Transaction Report

Form 4

Period: 2011-04-12

CLINICAL DATA INCCLDA

Magnolia Acquisition Corp.

Vice President

Transactions

Purchase
Common Stock
2011-04-12$30.00/sh+27,868,256$836,047,680→ 0 total
Purchase
2005 Warrants
2011-04-12$14.90/sh+93,556$1,393,984→ 0 total
Exercise: $15.60From: 2005-11-17Exp: 2011-05-17→ Common Stock (108,850 underlying)
Purchase
2008 Warrants
2011-04-12$13.56/sh+757,461$10,271,171→ 0 total
Exercise: $16.44From: 2008-09-26Exp: 2014-03-26→ Common Stock (757,461 underlying)
Purchase
Series A 2009 Warrants
2011-04-12$21.88/sh+1,527,650$33,424,982→ 0 total
Exercise: $8.12From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
2017 Convertible Notes
2011-04-12$30.00/sh+6,110,599$183,317,970→ 0 total
Exercise: $8.18From: 2009-02-25Exp: 2014-08-25→ Common Stock (6,110,599 underlying)
Purchase
2006 Warrants
2011-04-12$17.71/sh+113,817$2,015,699→ 0 total
Exercise: $12.97From: 2006-06-13Exp: 2011-12-14→ Common Stock (143,774 underlying)
Purchase
Series B 2009 Warrants
2011-04-12$20.26/sh+1,527,650$30,950,189→ 0 total
Exercise: $9.74From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)

FLI International, LLC

Vice President

Transactions

Purchase
2005 Warrants
2011-04-12$14.90/sh+93,556$1,393,984→ 0 total
Exercise: $15.60From: 2005-11-17Exp: 2011-05-17→ Common Stock (108,850 underlying)
Purchase
2006 Warrants
2011-04-12$17.71/sh+113,817$2,015,699→ 0 total
Exercise: $12.97From: 2006-06-13Exp: 2011-12-14→ Common Stock (143,774 underlying)
Purchase
Series A 2009 Warrants
2011-04-12$21.88/sh+1,527,650$33,424,982→ 0 total
Exercise: $8.12From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
Common Stock
2011-04-12$30.00/sh+27,868,256$836,047,680→ 0 total
Purchase
2008 Warrants
2011-04-12$13.56/sh+757,461$10,271,171→ 0 total
Exercise: $16.44From: 2008-09-26Exp: 2014-03-26→ Common Stock (757,461 underlying)
Purchase
Series B 2009 Warrants
2011-04-12$20.26/sh+1,527,650$30,950,189→ 0 total
Exercise: $9.74From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
2017 Convertible Notes
2011-04-12$30.00/sh+6,110,599$183,317,970→ 0 total
Exercise: $8.18From: 2009-02-25Exp: 2014-08-25→ Common Stock (6,110,599 underlying)

FOREST LABORATORIES INC

10% Owner

Transactions

Purchase
2005 Warrants
2011-04-12$14.90/sh+93,556$1,393,984→ 0 total
Exercise: $15.60From: 2005-11-17Exp: 2011-05-17→ Common Stock (108,850 underlying)
Purchase
2006 Warrants
2011-04-12$17.71/sh+113,817$2,015,699→ 0 total
Exercise: $12.97From: 2006-06-13Exp: 2011-12-14→ Common Stock (143,774 underlying)
Purchase
2008 Warrants
2011-04-12$13.56/sh+757,461$10,271,171→ 0 total
Exercise: $16.44From: 2008-09-26Exp: 2014-03-26→ Common Stock (757,461 underlying)
Purchase
Common Stock
2011-04-12$30.00/sh+27,868,256$836,047,680→ 0 total
Purchase
Series B 2009 Warrants
2011-04-12$20.26/sh+1,527,650$30,950,189→ 0 total
Exercise: $9.74From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
Series A 2009 Warrants
2011-04-12$21.88/sh+1,527,650$33,424,982→ 0 total
Exercise: $8.12From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
2017 Convertible Notes
2011-04-12$30.00/sh+6,110,599$183,317,970→ 0 total
Exercise: $8.18From: 2009-02-25Exp: 2014-08-25→ Common Stock (6,110,599 underlying)

FL Holding C.V.

Manager

Transactions

Purchase
2006 Warrants
2011-04-12$17.71/sh+113,817$2,015,699→ 0 total
Exercise: $12.97From: 2006-06-13Exp: 2011-12-14→ Common Stock (143,774 underlying)
Purchase
Series A 2009 Warrants
2011-04-12$21.88/sh+1,527,650$33,424,982→ 0 total
Exercise: $8.12From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
2017 Convertible Notes
2011-04-12$30.00/sh+6,110,599$183,317,970→ 0 total
Exercise: $8.18From: 2009-02-25Exp: 2014-08-25→ Common Stock (6,110,599 underlying)
Purchase
Series B 2009 Warrants
2011-04-12$20.26/sh+1,527,650$30,950,189→ 0 total
Exercise: $9.74From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
Common Stock
2011-04-12$30.00/sh+27,868,256$836,047,680→ 0 total
Purchase
2005 Warrants
2011-04-12$14.90/sh+93,556$1,393,984→ 0 total
Exercise: $15.60From: 2005-11-17Exp: 2011-05-17→ Common Stock (108,850 underlying)
Purchase
2008 Warrants
2011-04-12$13.56/sh+757,461$10,271,171→ 0 total
Exercise: $16.44From: 2008-09-26Exp: 2014-03-26→ Common Stock (757,461 underlying)

Dogwood Holding Corp.

10% Owner

Transactions

Purchase
Common Stock
2011-04-12$30.00/sh+27,868,256$836,047,680→ 0 total
Purchase
2005 Warrants
2011-04-12$14.90/sh+93,556$1,393,984→ 0 total
Exercise: $15.60From: 2005-11-17Exp: 2011-05-17→ Common Stock (108,850 underlying)
Purchase
2017 Convertible Notes
2011-04-12$30.00/sh+6,110,599$183,317,970→ 0 total
Exercise: $8.18From: 2009-02-25Exp: 2014-08-25→ Common Stock (6,110,599 underlying)
Purchase
2006 Warrants
2011-04-12$17.71/sh+113,817$2,015,699→ 0 total
Exercise: $12.97From: 2006-06-13Exp: 2011-12-14→ Common Stock (143,774 underlying)
Purchase
2008 Warrants
2011-04-12$13.56/sh+757,461$10,271,171→ 0 total
Exercise: $16.44From: 2008-09-26Exp: 2014-03-26→ Common Stock (757,461 underlying)
Purchase
Series A 2009 Warrants
2011-04-12$21.88/sh+1,527,650$33,424,982→ 0 total
Exercise: $8.12From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)
Purchase
Series B 2009 Warrants
2011-04-12$20.26/sh+1,527,650$30,950,189→ 0 total
Exercise: $9.74From: 2009-02-25Exp: 2014-08-25→ Common Stock (1,527,650 underlying)

Footnotes (4)

[F1]This form is filed on behalf of Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), FLI International LLC ("FLI International"), Dogwood Holding Corp. ("Dogwood") and Magnolia Acquisition Corp. ("Magnolia"), all of which are filing as members of a 10% owner group. Forest is the direct parent of FL Holding, and the indirect parent of FLI International and Dogwood. FLI International is the general partner of FL Holding, and FL Holding is the parent of Dogwood. Pursuant to the terms of the Merger Agreement, Magnolia was merged with and into Clinical Data on April 13, 2011. Prior to the merger, Magnolia was a wholly-owned subsidiary of Dogwood.
[F2]The price of each security also includes the contractual right, pursuant to a Contingent Value Rights Agreement, dated as of April 13, 2011, by and among FL Holding, Forest and American Stock Transfer & Trust Company, LLC, as Rights Agent, to receive additional consideration of up to $6.00 per share upon the achievement of certain milestones related to Viibryd?? (the "CVR consideration").
[F3]All of Clinical Data's outstanding securities were cancelled and/or exercised in a merger of Magnolia with and into Clinical Data on April 13, 2011 pursuant to the Merger Agreement, and converted into the right to receive the $30.00 in cash and the CVR Consideration.
[F4]The 2017 Convertible Notes may be repaid at any time upon 90 days prior written notice. The final maturity date of the 2017 Convertible Notes is February 25, 2017.

Documents

3 files

Issuer

CLINICAL DATA INC

CIK 0000716646

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000716646

Filing Metadata

Form type: 4
Filed: Apr 12, 8:00 PM ET
Accepted: Apr 13, 6:51 PM ET
Size: 28.0 KB

View on SEC.gov