CLINICAL DATA INC 4
4 · CLINICAL DATA INC · Filed Apr 14, 2011
Insider Transaction Report
Form 4
MALMAN ARTHUR B
Director
Transactions
- Disposition to Issuer
Common Stock Warrant (right to buy)
2011-04-12$14.40/sh−3,750$54,000→ 0 totalExercise: $15.60Exp: 2011-05-17→ Common Stock (3,750 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-04-13$13.84/sh−15,000$207,600→ 0 totalExercise: $16.16Exp: 2020-09-16→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-04-13$14.59/sh−15,000$218,850→ 0 totalExercise: $15.41Exp: 2019-09-17→ Common Stock (15,000 underlying) - Disposition from Tender
Common Stock
2011-04-12$30.00/sh−66,204$1,986,120→ 0 total - Disposition to Issuer
Stock Option (right to buy
2011-04-13$15.77/sh−3,750$59,138→ 0 totalExercise: $14.23Exp: 2015-09-23→ Common Stock (3,750 underlying)
Footnotes (2)
- [F1]This option, whether fully vested or not, was terminated upon the completion of the merger of Magnolia Acquisition Corp. with and into Clinical Data, Inc. pursuant to the Agreement and Plan of Merger dated February 22, 2011, as amended on April 4, 2011. Pursuant to the Agreement and Plan of Merger, the option was converted into the right to receive $30.00 per share (minus the exercise price of the option) in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones, subject to any applicable tax withholdings.
- [F2]Pursuant to the tender offer commenced under the Agreement and Plan of Merger dated February 22, 2011, as amended on April 4, 2011, the 2005 Warrants listed were exchanged for the right to receive (i) the product of $14.90 multiplied by the number of shares subject to such 2005 Warrant, and (ii) contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones.