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SANTARUS INC 4

Accession 0001209191-14-002038

CIK 0001172480operating
View on SEC.govCompany Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 6:31 PM ET

Size

67.6 KB

Accession

0001209191-14-002038

Insider Transaction Report

Form 4
Period: 2014-01-02
SANTARUS INCSNTS
PROEHL GERALD T
DirectorPresident & CEO
Transactions
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.70/sh−189,003$5,613,389→ 0 total
    Exercise: $1.18Exp: 2019-03-16→ Common Stock (189,003 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−16,257→ 223,743 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (16,257 underlying)
  • Award

    Common Stock

    2014-01-02$1.18/sh+70,997$83,776→ 216,864 total
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$16.58/sh−450,000$7,461,000→ 0 total
    Exercise: $15.42Exp: 2023-03-11→ Common Stock (450,000 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.07/sh−337,500$9,136,125→ 0 total
    Exercise: $4.93Exp: 2022-03-12→ Common Stock (337,500 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−60,111→ 39,889 total
    Exercise: $7.15Exp: 2015-02-15→ Common Stock (60,111 underlying)
  • Award

    Common Stock

    2014-01-02$2.36/sh+16,257$38,367→ 145,867 total
  • Award

    Common Stock

    2014-01-02$4.63/sh+18,665$86,419→ 235,529 total
  • Award

    Common Stock

    2014-01-02$3.33/sh+16,408$54,639→ 251,937 total
  • Award

    Common Stock

    2014-01-02$3.33/sh+11,942$39,767→ 263,879 total
  • Disposition to Issuer

    Common Stock

    2014-01-02$32.00/sh−233,341$7,466,912→ 30,538 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−11,942→ 258,058 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (11,942 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−24,455→ 200,545 total
    Exercise: $6.90Exp: 2017-03-12→ Common Stock (24,455 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.10/sh−200,545$5,033,680→ 0 total
    Exercise: $6.90Exp: 2017-03-12→ Common Stock (200,545 underlying)
  • Award

    Common Stock

    2014-01-02$6.79/sh+14,506$98,496→ 105,155 total
  • Disposition from Tender

    Common Stock

    2014-01-02$32.00/sh−30,538$977,216→ 0 total
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−16,408→ 246,092 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (16,408 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−246,092$7,055,458→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (246,092 underlying)
  • Award

    Common Stock

    2014-01-02$7.15/sh+60,111$429,794→ 90,649 total
  • Tax Payment

    Common Stock

    2014-01-02$32.00/sh−31,249$999,968→ 298,033 total(indirect: By Trust)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−18,665→ 281,335 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (18,665 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$27.37/sh−281,335$7,700,139→ 0 total
    Exercise: $4.63Exp: 2020-03-10→ Common Stock (281,335 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−70,997→ 189,003 total
    Exercise: $1.18Exp: 2019-03-16→ Common Stock (70,997 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$24.85/sh−39,889$991,242→ 0 total
    Exercise: $7.15Exp: 2015-02-15→ Common Stock (39,889 underlying)
  • Award

    Common Stock

    2014-01-02$6.90/sh+24,455$168,740→ 129,610 total
  • Disposition from Tender

    Common Stock

    2014-01-02$32.00/sh−298,033$9,537,056→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$28.67/sh−258,058$7,398,523→ 0 total
    Exercise: $3.33Exp: 2021-03-10→ Common Stock (258,058 underlying)
  • Exercise/Conversion

    Stock Options (right to buy)

    2014-01-02−14,506→ 85,494 total
    Exercise: $6.79Exp: 2016-02-09→ Common Stock (14,506 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.64/sh−223,743$6,631,743→ 0 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (223,743 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$25.21/sh−85,494$2,155,304→ 0 total
    Exercise: $6.79Exp: 2016-02-09→ Common Stock (85,494 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    2014-01-02$29.64/sh−40,000$1,185,600→ 0 total
    Exercise: $2.36Exp: 2018-03-13→ Common Stock (40,000 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]Reflects Shares pledged to pay the exercise price for stock options exercised effective and contingent upon the closing of the Offer.
  • [F3]By the Proehl Family Trust dtd 6/7/2007.
  • [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, 6:31 PM ET
Size
67.6 KB
View on SEC.gov