4//SEC Filing
SANTARUS INC 4
Accession 0001209191-14-001777
CIK 0001172480operating
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 4:12 PM ET
Size
27.7 KB
Accession
0001209191-14-001777
Insider Transaction Report
Form 4
SANTARUS INCSNTS
Totoritis Mark
SVP, Biologics
Transactions
- Disposition to Issuer
Stock Options (right to buy)
2014-01-02$16.58/sh−93,750$1,554,375→ 0 totalExercise: $15.42Exp: 2023-03-11→ Common Stock (93,750 underlying) - Disposition to Issuer
Stock Options (right to buy)
2014-01-02$27.07/sh−67,500$1,827,225→ 0 totalExercise: $4.93Exp: 2022-03-12→ Common Stock (67,500 underlying) - Exercise/Conversion
Stock Options (right to buy)
2014-01-02−27,019→ 40,481 totalExercise: $3.33Exp: 2021-03-10→ Common Stock (27,019 underlying) - Exercise/Conversion
Stock Options (right to buy)
2014-01-02−80,000→ 0 totalExercise: $3.15Exp: 2020-10-15→ Common Stock (80,000 underlying) - Award
Common Stock
2014-01-02$3.33/sh+17,424$58,022→ 165,962 total - Award
Common Stock
2014-01-02$3.33/sh+27,019$89,973→ 192,981 total - Tax Payment
Common Stock
2014-01-02$32.00/sh−12,499$399,968→ 180,482 total - Disposition to Issuer
Common Stock
2014-01-02$32.00/sh−125,291$4,009,312→ 55,191 total - Disposition from Tender
Common Stock
2014-01-02$32.00/sh−55,191$1,766,112→ 0 total - Award
Common Stock
2014-01-02$3.15/sh+80,000$252,000→ 148,538 total - Disposition to Issuer
Stock Options (right to buy)
2014-01-02$28.67/sh−40,481$1,160,590→ 0 totalExercise: $3.33Exp: 2021-03-10→ Common Stock (40,481 underlying) - Exercise/Conversion
Stock Options (right to buy)
2014-01-02−17,424→ 0 totalExercise: $3.33Exp: 2021-03-10→ Common Stock (17,424 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 as follows: 3,478 shares on 5/31/2011, 3,338 shares on 11/30/2011, 3,526 shares on 5/31/2012, 1,501 shares on 11/30/2012, 1,031 shares on 5/31/2013 and 473 shares on 11/29/2013.
- [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
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, 4:12 PM ET
- Size
- 27.7 KB