DINH STEVEN M 4
4 · NOVEN PHARMACEUTICALS INC · Filed Aug 27, 2009
Insider Transaction Report
Form 4
DINH STEVEN M
VP & Chief Scientific Officer
Transactions
- Disposition to Issuer
Stock Appreciation Right
2009-08-27−53,107→ 0 totalExercise: $11.84Exp: 2015-06-03→ Common Stock ($.0001 par value) (53,107 underlying) - Disposition to Issuer
Stock Appreciation Right
2009-08-27−39,037→ 0 totalExercise: $11.09Exp: 2015-11-17→ Common Stock ($.0001 par value) (39,037 underlying)
Footnotes (3)
- [F1]Represents stock appreciation rights cancelled at the Effective Time (as defined in the Merger Agreement), pursuant to the terms of an Agreement and Plan of Merger among the Issuer, Hisamitsu Pharmaceutical Co., Inc. ("Hisamitsu") and certain subsidiaries of Hisamitsu, dated as of July 14, 2009 (the "Merger Agreement"), in exchange for a cash payment of $247,478.62, representing an amount equal to the number of shares of Issuer's common stock underlying such stock appreciation rights multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock appreciation rights.
- [F2]Represents stock appreciation rights cancelled at the Effective Time, pursuant to the Merger Agreement, in exchange for a cash payment of $211,190.17, representing an amount equal to the number of shares of Issuer's common stock underlying such stock appreciation rights multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock appreciation rights.
- [F3]Due to a clerical rounding error, the previous Form 4 reporting this grant of stock appreciation rights incorrectly overstated by one each of (i) the number of stock appreciation rights granted, and (ii) the number of shares of common stock underlying such stock appreciation rights.