4//SEC Filing
Madison Christopher B 4
Accession 0001209191-09-017654
CIK 0001144062other
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 3:20 PM ET
Size
11.4 KB
Accession
0001209191-09-017654
Insider Transaction Report
Form 4
Madison Christopher B
10% Owner
Transactions
- Disposition from Tender
Common Stock, $.01 par value
2008-10-21$2.75/sh−17,642,700$48,517,425→ 0 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) - Exercise of In-Money
Common Stock, $.01 par value
2008-10-21$1.66/sh+900,000$1,491,840→ 17,642,700 total(indirect: See Footnote)
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 the Reporting Person, as a manager of Mast Capital Management, LLC, the investment manager to the Fund. The Reporting Person disclaims beneficial ownership of shares of the Issuer except to the extent of his pecuniary interest therein.
- [F3]Represents 17,642,700 shares of Common Stock of the Issuer held by the Reporting Person and disposed of in connection with the Merger. 17,542,700 of such shares are held by the Fund and 100,000 of such shares are owned directly by the Reporting Person. For purposes of Rule 13d-1, all such shares held by the Fund were indirectly beneficially owned by the Reporting Person, as a manager of Mast Capital Management, LLC, the investment manager to the Fund. In addition, the Reporting Person is the direct beneficial owner of limited partnership interests of Mast Credit Opportunities I, L.P., a Delaware limited partnership that is a shareholder of the Fund. The Reporting Person disclaims beneficial ownership of shares of the Issuer except to the extent of his pecuniary interest therein.
Documents
Issuer
Lev Pharmaceuticals Inc
CIK 0001144062
Entity typeother
Related Parties
1- filerCIK 0001354644
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 3:20 PM ET
- Size
- 11.4 KB