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SANTARUS INC 4

Accession 0001209191-14-001620

CIK 0001172480operating
View on SEC.govCompany Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 1:26 PM ET

Size

79.0 KB

Accession

0001209191-14-001620

Insider Transaction Report

Form 4
Period: 2014-01-02
SANTARUS INCSNTS
Fox Carey J
Sr VP, General Counsel
Transactions
  • Tax Payment

    Common Stock

    2014-01-02$32.00/sh−24,567$786,144→ 172,007 total
  • Disposition from Tender

    Common Stock

    2014-01-02$32.00/sh−201$6,432→ 0 total
  • Award

    Common Stock

    2014-01-02$12.05/sh+20,000$241,000→ 44,768 total
  • Award

    Common Stock

    2014-01-02$7.15/sh+26,915$192,442→ 71,683 total
  • Award

    Common Stock

    2014-01-02$6.79/sh+10,538$71,553→ 82,221 total
  • Award

    Common Stock

    2014-01-02$7.49/sh+6,718$50,318→ 88,939 total
  • Award

    Common Stock

    2014-01-02$6.90/sh+16,566$114,305→ 105,505 total
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.07/sh−80,412$2,176,753→ 0 total
    Exercise: $4.93Exp: 2022-03-12→ Common Stock (80,412 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−7,361→ 58,045 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (7,361 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−26,915→ 8,185 total
    Exercise: $7.15Exp: 2015-02-15→ Common Stock (26,915 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.62/sh−8,185$209,700→ 0 total
    Exercise: $7.15Exp: 2015-02-15→ Common Stock (8,185 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$16.58/sh−112,500$1,865,250→ 0 total
    Exercise: $15.42Exp: 2023-03-11→ Common Stock (112,500 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−58,045$1,664,150→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (58,045 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−5,830→ 19,170 total
    Exercise: $2.30Exp: 2018-11-14→ Common Stock (5,830 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.10/sh−63,434$1,592,193→ 0 total
    Exercise: $6.90Exp: 2017-03-12→ Common Stock (63,434 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−6,718→ 18,282 total
    Exercise: $7.49Exp: 2016-03-01→ Common Stock (6,718 underlying)
  • Award

    Common Stock

    2014-01-02$4.63/sh+35,122$162,615→ 181,031 total
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.70/sh−19,170$569,349→ 0 total
    Exercise: $2.30Exp: 2018-11-14→ Common Stock (19,170 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$24.51/sh−18,282$448,092→ 0 total
    Exercise: $7.49Exp: 2016-03-01→ Common Stock (18,282 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−10,538→ 19,462 total
    Exercise: $6.79Exp: 2016-02-09→ Common Stock (10,538 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.21/sh−19,462$490,637→ 0 total
    Exercise: $6.79Exp: 2016-02-09→ Common Stock (19,462 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.62/sh−13,500$345,870→ 0 total
    Exercise: $6.38Exp: 2015-09-21→ Common Stock (13,500 underlying)
  • Award

    Common Stock

    2014-01-02$2.36/sh+34,574$81,595→ 140,079 total
  • Award

    Common Stock

    2014-01-02$2.30/sh+5,830$13,409→ 145,909 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−34,574→ 76,051 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (34,574 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.64/sh−76,051$2,254,152→ 0 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (76,051 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.64/sh−20,000$592,800→ 0 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (20,000 underlying)
  • Award

    Common Stock

    2014-01-02$3.33/sh+4,219$14,049→ 192,611 total
  • Award

    Common Stock

    2014-01-02$4.93/sh+3,963$19,538→ 196,574 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−16,566→ 63,434 total
    Exercise: $6.90Exp: 2017-03-12→ Common Stock (16,566 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−4,219→ 63,281 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (4,219 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−63,281$1,814,266→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (63,281 underlying)
  • Award

    Common Stock

    2014-01-02$3.33/sh+7,361$24,512→ 188,392 total
  • Disposition to Issuer

    Common Stock

    2014-01-02$32.00/sh−171,806$5,497,792→ 201 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−35,122→ 109,666 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (35,122 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.37/sh−109,666$3,001,558→ 0 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (109,666 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−3,963→ 80,412 total
    Exercise: $4.93Exp: 2022-03-12→ Common Stock (3,963 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02$19.95/sh−20,000$399,000→ 0 total
    Exercise: $12.05Exp: 2014-05-14→ Common Stock (20,000 underlying)
Footnotes (5)
  • [F1]Reflects shares of Santarus, Inc. ("Santarus") common stock, par value $0.0001 per share (the "Shares"), acquired in connection with the exercise of stock options effective and contingent upon the closing of the cash tender offer by Willow Acquisition Sub Corporation ("Merger Sub"), an indirect wholly owned subsidiary of Salix Pharmaceuticals, Ltd. ("Salix"), to purchase all of the issued and outstanding Shares at a purchase price of $32.00 per Share (the "Offer Price"), net to the seller in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2013, and in the related letter of transmittal (collectively, as each may be amended or supplemented from time to time, the "Offer").
  • [F2]Includes shares acquired by the reporting person under the Santarus, Inc. Employee Stock Purchase Plan: 201 shares on 11/29/13.
  • [F3]Reflects Shares pledged to pay the exercise price for stock options exercised effective and contingent upon the closing of the Offer.
  • [F4]Reflects stock options to purchase Shares. In connection with the merger (the "Merger") of Merger Sub with and into Santarus pursuant to the Agreement and Plan of Merger, dated as of November 7, 2013 (the "Merger Agreement"), among Salix, Salix Pharmaceuticals, Inc., Merger Sub and Santarus, such stock options (i) became fully vested and exercisable prior to the effective time of the Merger and (ii) to the extent not exercised on or prior to the effective time, were cancelled and converted into the right to receive a cash payment in the amount by which the Offer Price exceeded the exercise price of the stock option as of the effective time of the Merger.
  • [F5]Reflects stock options exercised effective and contingent upon the closing of the Offer.

Documents

1 file

Issuer

SANTARUS INC

CIK 0001172480

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001172480

Filing Metadata

Form type
4
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 1:26 PM ET
Size
79.0 KB
View on SEC.gov