CLEMENT CHRISTOPHER G 4
4 · DARA BioSciences, Inc. · Filed May 30, 2012
Insider Transaction Report
Form 4
CLEMENT CHRISTOPHER G
DirectorChief Operating Officer
Transactions
- Award
Common Stock
2012-05-15+43,133→ 258,794 total
Footnotes (2)
- [F1]On May 15, 2012, the reporting person became entitled to receive shares of DARA BioSciences, Inc. ("DARA") common stock pursuant to an "earn-out" provision in the merger agreement pursuant to which DARA acquired all of the outstanding common stock of Oncogenerix, Inc. on January 17, 2012 (the "Merger"). The merger agreement provided that the shareholders of Oncogenerix would receive additional shares of DARA common stock, for no additional consideration, if DARA achieves certain milestones during the 60 months following the effective date of the merger, as a result of which Oncogenerix's former shareholders, including the reporting person, acquired additional shares of DARA common stock pursuant to the merger agreement. The reporting person's right to receive additional shares became fixed and irrevocable on January 17, 2012, the effective date of the Merger.
- [F2]The number of shares issuable pursuant to the earn-out right was determined, pursuant to the merger agreement, based on a DARA common stock price of $1.55 per share, which was the closing price of DARA common stock on the effective date of the Merger.