DELEAGE JEAN 4
4 · KOSAN BIOSCIENCES INC · Filed Jun 27, 2008
Insider Transaction Report
Form 4
DELEAGE JEAN
Director
Transactions
- Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2008-06-26−8,000→ 0 totalExercise: $8.85Exp: 2012-05-24→ Common Stock (8,000 underlying) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2008-06-26−7,500→ 0 totalExercise: $14.00Exp: 2010-10-05→ Common Stock (7,500 underlying) - Disposition from Tender
Common Stock
2008-06-26$5.50/sh−58,968$324,324→ 0 total - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2008-06-26−9,000→ 0 totalExercise: $6.99Exp: 2013-05-23→ Common Stock (9,000 underlying) - Disposition from Tender
Common Stock
2008-06-26$5.50/sh−1,594,598$8,770,289→ 0 total(indirect: By Fund) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2008-06-26−3,750→ 0 totalExercise: $9.70Exp: 2011-06-01→ Common Stock (3,750 underlying) - Disposition to Issuer
Non-Statutory Stock Option (right to buy)
2008-06-26−13,000→ 0 totalExercise: $1.58Exp: 2018-05-23→ Common Stock (13,000 underlying)
Footnotes (4)
- [F1]Each share of Common Stock disposed of pursuant to Agreement and Plan of Merger, dated as of May 28, 2008, among the Issuer, Bristol-Myers Squibb Company and KB Acquisition Corp. (the "Merger Agreement") in exchange for $5.50 per share in cash.
- [F2]Jean Deleage, Director, is a Managing Director of Alta BioPharma Management II, LLC (which is the General Partner of Alta BioPharma Partners II, L.P.("ABPII")) and a Manager of Alta Embarcadero BioPharma Partners II, LLC("AEBPII"). Prior to the merger, Mr. Deleage shared voting and dispositive powers over 1,527,778 shares beneficially owned by ABPII and 66,820 shares beneficially owned by AEBPII.
- [F3]Option disposed of pursuant to the Merger Agreement in exchange for an amount in cash equal to (A) the excess, if any of (1) $5.50 over (2) the exercise price per share of Issuer Common Stock subject to such option, multiplied by (B) the number of shares of Issuer Common Stock subject to such option immediately prior to the effective time of the merger (whether vested or unvested).
- [F4]On May 28, 2008 each of the members of the Board of Directors (the "Board") of the Issuer agreed to cancel the stock options originally granted to such members of the Board on May 23, 2008, which such cancellation was effective upon the closing of the tender offer contemplated by that certain Merger Agreement. No consideration was paid to the Board in connection with such agreements to cancel and the related cancellations.