4//SEC Filing
INHIBITEX, INC. 4
Accession 0001181431-12-009237
CIK 0001274913operating
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 7:45 PM ET
Size
19.9 KB
Accession
0001181431-12-009237
Insider Transaction Report
Form 4
INHIBITEX, INC.INHX
KRAMLICH C RICHARD
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-02-13$26.00/sh−248,864$6,470,464→ 0 total(indirect: See Note 2) - Disposition from Tender
Common Stock
2012-02-13$26.00/sh−746,596$19,411,496→ 0 total(indirect: See Note 3) - Disposition from Tender
Common Stock
2012-02-13$26.00/sh−1,941,407$50,476,582→ 0 total(indirect: See Note 2) - Other
Common Stock
2012-02-13+248,864→ 248,864 total(indirect: See Note 2) - Other
Common Stock
2012-02-13+746,596→ 746,596 total(indirect: See Note 3) - Disposition from Tender
Common Stock
2012-02-13$26.00/sh−6,898,294$179,355,644→ 0 total(indirect: See Note 3) - Disposition from Tender
Common Stock Warrant (Right to Buy)
2012-02-13−263,671→ 0 total(indirect: See Note 5)Exercise: $1.46From: 2009-10-28Exp: 2013-10-28→ Common Stock (263,671 underlying) - Disposition from Tender
Common Stock Warrant (Right to Buy)
2012-02-13−791,015→ 0 total(indirect: See Note 6)Exercise: $1.46From: 2009-10-28Exp: 2013-10-28→ Common Stock (791,015 underlying)
Footnotes (6)
- [F1]On February 13, 2012, Inta Acquisition Corporation, (the "Purchaser") a wholly-owned subsidiary of Bristol-Myers Squibb Company, purchased in a tender offer all the issued and outstanding shares of Issuer's common stock at a purchase price of $26.00 per share ("Offer Price") and merged into the Issuer pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), as the transaction is more fully described in the Schedule 14D-9 filed with the SEC by the Issuer on January 17, 2012 and subsequently amended.
- [F2]The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("NEA 11"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the shares held by NEA 11, except to the extent of his pecuniary interest therein, if any.
- [F3]The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"), which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 10, except to the extent of his pecuniary interest therein, if any.
- [F4]Concurrently with the execution of the Merger Agreement, NEA 10 and NEA 11, among others, entered into a Tender and Support Agreement with the Issuer, pursuant to which NEA 10 and NEA 11, among other things, elected to exercise their Warrants on a net exercise basis and to transfer those newly-issued shares to the Purchaser for the Offer Price. NEA 10 was issued in exchange for its Warrants and transferred 746,596 shares (excluding partial shares) to the Purchaser. NEA 11 was issued in exchange for its Warrants and transferred 248,864 shares (excluding partial shares) to the Purchaser.
- [F5]The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11. NEA Partners 11 is the sole general partner of NEA 11, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 11, except to the extent of his pecuniary interest therein, if any.
- [F6]The Reporting Person is a general partner of NEA Partners 10, which is the sole general partner of NEA 10, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities held by NEA 10, except to the extent of his pecuniary interest therein, if any.
Documents
Issuer
INHIBITEX, INC.
CIK 0001274913
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001274913
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 7:45 PM ET
- Size
- 19.9 KB