Lev Pharmaceuticals Inc 4
4 · Lev Pharmaceuticals Inc · Filed Mar 20, 2009
Insider Transaction Report
Form 4
Transactions
- Disposition from Tender
Common Stock, $.01 par value
2008-10-21$2.75/sh−17,542,700$48,242,425→ 0 total(indirect: See Footnote) - Exercise of In-Money
Common Stock, $.01 par value
2008-10-21$1.66/sh+900,000$1,491,840→ 17,542,700 total(indirect: See Footnote) - Exercise of In-Money
Common Stock Warrants (right to buy)
2008-10-21−900,000→ 0 total(indirect: See Footnote)Exercise: $1.66From: 2007-11-02Exp: 2010-11-01→ Common Stock (900,000 underlying)
Footnotes (3)
- [F1]Disposed of involuntarily in an unorthodox transaction, i.e. the merger (the "Merger") of HAE Acquisition Corp., a wholly owned subsidiary of ViroPharma Incorporated ("Merger Sub") with and into Lev Pharmaceuticals, Inc. ("Lev"), effective October 21, 2008 (the "Effective Date"), pursuant to the Agreement and Plan of Merger, dated as of July 15, 2008, by and among Lev, ViroPharma Incorporated and Merger 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 the following merger consideration: (i) an amount equal to $2.25 per share in cash; (ii) 0.042146 of a share of ViroPharma common stock, based on a per share market value of $11.8635 (as determined in accordance with the Merger Agreement), with cash in lieu of any fractional share; and (iii) a contingent value right to receive up to two contingent cash payments of $0.50 each, payable in the future based on the achievement of certain milestones.
- [F2]Represents 900,000 shares of Common Stock of the Issuer issued to Mast Credit Opportunities I Master Fund Limited, a Cayman Islands company (the "Fund"), upon the exercise of an outstanding in-the-money warrant to purchase Common Stock for cash consideration. For purposes of Rule 13d-1, all such shares acquired by the Fund are indirectly beneficially owned by Mast Capital Management, LLC, as the investment manager to the Fund (the "Manager"). Each Reporting Person disclaims beneficial ownership of shares of the Issuer except to the extent of its pecuniary interest therein.
- [F3]Represents 17,542,700 shares of Common Stock of the Issuer held by the Fund and disposed of in connection with the Merger. For purposes of Rule 13d-1, all such shares held by the Fund were indirectly beneficially owned by Mast Capital Management, LLC, as the investment manager to the Fund (the "Manager"). Each Reporting Person disclaims beneficial ownership of shares of the Issuer except to the extent of its pecuniary interest therein.