MURPHY JAMES R 4

Accession 0001209191-08-043646

CIK 0000821616other

View on SEC.gov Company Profile

Filed

Jul 23, 8:00 PM ET

Accepted

Jul 24, 5:24 PM ET

Size

60.0 KB

Accession

0001209191-08-043646

Insider Transaction Report

Form 4

Period: 2008-07-22

BENTLEY PHARMACEUTICALS INCBNT

MURPHY JAMES R

DirectorChairman, President & CEO

Transactions

Disposition to Issuer
Common Stock, $0.02 par value
2008-07-22$14.82/sh−12,111$179,443→ 0 total(indirect: By 401(k))
Disposition to Issuer
Common Stock, $0.02 par value
2008-07-22$14.82/sh−100$1,482→ 0 total(indirect: By son)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−45,666→ 0 total
Exercise: $10.81From: 2007-05-23Exp: 2016-05-23→ Common Stock, $0.02 par value (45,666 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−45,667→ 0 total
Exercise: $10.81From: 2008-05-23Exp: 2016-05-23→ Common Stock, $0.02 par value (45,667 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−17,400→ 0 total
Exercise: $5.39From: 2002-01-01Exp: 2011-01-01→ Common Stock, $0.02 par value (17,400 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−57,600→ 0 total
Exercise: $5.51From: 2002-05-09Exp: 2011-05-09→ Common Stock, $0.02 par value (57,600 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−33,333→ 0 total
Exercise: $10.99From: 2008-05-23Exp: 2017-05-23→ Common Stock, $0.02 par value (33,333 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−75,000→ 0 total
Exercise: $5.39From: 2001-01-03Exp: 2010-01-03→ Common Stock, $0.02 par value (75,000 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−50,000→ 0 total
Exercise: $8.99From: 2003-01-03Exp: 2012-01-03→ Common Stock, $0.02 par value (50,000 underlying)
Disposition to Issuer
Option (Right to Buy)
2008-07-22−25,000→ 0 total
Exercise: $7.39From: 2004-01-01Exp: 2013-01-01→ Common Stock, $0.02 par value (25,000 underlying)
Disposition to Issuer
Restricted Stock Units
2008-07-22−27,000→ 0 total
From: 2008-07-22→ Common Stock, $0.02 par value (27,000 underlying)
Disposition to Issuer
Common Stock, $0.02 par value
2008-07-22$14.82/sh−428,903$6,354,841→ 0 total
Disposition to Issuer
Option (Right to Buy)
2008-07-22−66,667→ 0 total
Exercise: $10.99From: 2008-07-22Exp: 2017-05-23→ Common Stock, $0.02 par value (66,667 underlying)

Footnotes (24)

[F1]Disposed of in connection with the merger of Beryllium Merger Corporation ("Acquisition Sub") with and into Bentley Pharmaceuticals, Inc. ("Bentley"), effective July 22, 2008 (the "Effective Time"), (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2008, by and among Bentley, Teva Pharmaceutical Industries, Ltd. and Acquisition Sub (the "Merger Agreement"). In connection with the Merger, each share of Common Stock listed in Table I was exchanged for the right to receive $14.8165, per share in cash.
[F10]This option was cancelled in the Merger in exchange for a cash payment $139,927.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F11]This option was cancelled in the Merger in exchange for a cash payment $139,927.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F12]This option was cancelled in the Merger in exchange for a cash payment $130,180.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F13]This option was cancelled in the Merger in exchange for a cash payment $130,180.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F14]This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F15]This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F16]This option was cancelled in the Merger in exchange for a cash payment $396,475.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F17]This option was cancelled in the Merger in exchange for a cash payment $182,842.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F18]This option was cancelled in the Merger in exchange for a cash payment $182,846.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F19]Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Time, became, as of the Effective Time fully vested and exercisable.
[F2]Represents 100 shares of Common Stock held by Mr. Murphy's son, as to which Mr. Murphy disclaims beneficial ownership.
[F20]This option was cancelled in the Merger in exchange for a cash payment $182,846.10, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F21]This option was cancelled in the Merger in exchange for a cash payment $127,645.39, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F22]This option was cancelled in the Merger in exchange for a cash payment $255,294.61, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F23]In connection with the Merger, each Restricted Stock Unit was converted into the right to receive $14.8165 per share in cash.
[F24]Restricted Stock Units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Pursuant to the terms of the Merger Agreement, all restricted stock units, whether or not vested at the Effective Time, became, as of the Effective Time fully vested.
[F3]This option was cancelled in the Merger in exchange for a cash payment $706,627.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F4]This option was cancelled in the Merger in exchange for a cash payment $163,937.58, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F5]This option was cancelled in the Merger in exchange for a cash payment $536,077.44, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F6]This option was cancelled in the Merger in exchange for a cash payment $291,335.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F7]This option was cancelled in the Merger in exchange for a cash payment $291,335.00, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F8]This option was cancelled in the Merger in exchange for a cash payment $185,612.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
[F9]This option was cancelled in the Merger in exchange for a cash payment $185,612.50, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

BENTLEY PHARMACEUTICALS INC

CIK 0000821616

→

Entity typeother

Related Parties

filerCIK 0001218893

Filing Metadata

Form type: 4
Filed: Jul 23, 8:00 PM ET
Accepted: Jul 24, 5:24 PM ET
Size: 60.0 KB

View on SEC.gov