4//SEC Filing
Nebgen Georg 4
Accession 0001209191-10-036980
CIK 0000050710other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 3:21 PM ET
Size
11.9 KB
Accession
0001209191-10-036980
Insider Transaction Report
Form 4
Nebgen Georg
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2010-07-02−24,000→ 0 totalExercise: $1.26From: 2009-12-31Exp: 2019-05-01→ Common Stock (24,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2010-07-02−50,000→ 0 totalExercise: $4.19From: 2007-12-08Exp: 2016-12-08→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2010-07-02−26,644→ 0 totalExercise: $4.98Exp: 2017-01-03→ Common Stock (26,644 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated April 17, 2010, by and among Hospira, Inc., Discus Acquisition Corporation ("Purchaser") and Javelin Pharmaceuticals, Inc. (the "Company"), the Purchaser merged with and into the Company on July 2, 2010 (the "Merger"). In connection with the Merger, these options, which were outstanding and fully vested immediately prior to the effective time of the Merger (the "Effective Time"), were immediately canceled and terminated.
- [F2]The reporting person is a managing member of NGN Capital, LLC ("NGN Capital"), which is the sole general partner of NGN BioMed I GP, LP ("NGN GP") and the manging limited partner of NGN Biomed Opportunity 1 GmbH & Co Beteiligungs KP. NGN GP is the sole general partner of NGN Biomed Opportunity I, LP. Under the operating agreement for NGN Capital the reporting person is deemed to hold the reported option for the benefit of the NGN Capital, which is entitled to the net after-tax benefit received by the reporting person from the sale of the shares issued upon exercise. NGN Capital may, therefore, be deemed the indirect beneficial owner of the option, and the reporting person may be deemed the indirect beneficial owner of the option through his indirect interest in NGN Capital. The reporting person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.
- [F3]These options, which were outstanding, unexercised and fully vested immediately prior to the Effective Time were immediately canceled and terminated.
- [F4]1,644 shares vested on 1/3/2008 and 25,000 shares vested on 1/3/2009.
- [F5]These options, which were outstanding, unexercised and fully vested immediately prior to the Effective Time were immediately canceled, terminated and converted into the right to receive a cash payment of $22,560.00, representing (a) the difference between the exercise price of the option and the merger consideration of $2.20 per share multiplied by (b) the number of shares subject to the option.
Documents
Issuer
JAVELIN PHARMACEUTICALS, INC
CIK 0000050710
Entity typeother
Related Parties
1- filerCIK 0001383992
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 3:21 PM ET
- Size
- 11.9 KB