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4//SEC Filing

SANTARUS INC 4

Accession 0001209191-14-001624

CIK 0001172480operating
View on SEC.govCompany Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 1:27 PM ET

Size

53.9 KB

Accession

0001209191-14-001624

Insider Transaction Report

Form 4
Period: 2014-01-02
SANTARUS INCSNTS
Bedoya-Toro Munera Maria E
VP, Regulatory Affairs & QA
Transactions
  • Award

    Common Stock

    2014-01-02$5.49/sh+52,589$288,714→ 101,326 total
  • Award

    Common Stock

    2014-01-02$4.63/sh+22,664$104,934→ 123,990 total
  • Award

    Common Stock

    2014-01-02$3.33/sh+9,589$31,931→ 133,579 total
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.64/sh−14,930$442,525→ 0 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (14,930 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)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−52,589→ 2,411 total
    Exercise: $5.49Exp: 2017-06-15→ Common Stock (52,589 underlying)
  • Tax Payment

    Common Stock

    2014-01-02$32.00/sh−14,335$458,720→ 127,537 total
  • Award

    Common Stock

    2014-01-02$3.33/sh+1,563$5,205→ 138,413 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−1,563→ 23,437 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (1,563 underlying)
  • Award

    Common Stock

    2014-01-02$4.93/sh+3,459$17,053→ 141,872 total
  • Disposition to Issuer

    Common Stock

    2014-01-02$32.00/sh−93,135$2,980,320→ 34,402 total
  • Disposition from Tender

    Common Stock

    2014-01-02$32.00/sh−34,402$1,100,864→ 0 total
  • 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)
  • Award

    Common Stock

    2014-01-02$3.33/sh+3,271$10,892→ 136,850 total
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$26.51/sh−2,411$63,916→ 0 total
    Exercise: $5.49Exp: 2017-06-15→ Common Stock (2,411 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−3,459→ 64,041 total
    Exercise: $4.93Exp: 2022-03-12→ Common Stock (3,459 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.07/sh−64,041$1,733,590→ 0 total
    Exercise: $4.93Exp: 2022-03-12→ Common Stock (64,041 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−23,437$671,939→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (23,437 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−9,589→ 57,911 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (9,589 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−57,911$1,660,308→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (57,911 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−3,271→ 49,054 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (3,271 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−49,054$1,406,378→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (49,054 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−22,664→ 79,337 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (22,664 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.37/sh−79,337$2,171,454→ 0 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (79,337 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$30.82/sh−31,589$973,573→ 0 total
    Exercise: $1.18Exp: 2019-03-16→ Common Stock (31,589 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: 42 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, 1:27 PM ET
Size
53.9 KB
View on SEC.gov