CORNERSTONE THERAPEUTICS INC 4
4 · CORNERSTONE THERAPEUTICS INC · Filed Feb 4, 2014
Insider Transaction Report
Form 4
McBean Kenneth
President
Transactions
- Disposition to Issuer
Option to Purchase Common Stock (Right to Buy)
2014-02-03$2.38/sh−56,176$133,699→ 0 totalExercise: $7.12Exp: 2021-09-06→ Common Stock (56,176 underlying) - Disposition to Issuer
Common Stock
2014-02-03$9.50/sh−21,955$208,573→ 0 total - Disposition to Issuer
Option to Purchase Common Stock (Right to Buy)
2014-02-03$2.38/sh−18,824$44,801→ 0 totalExercise: $7.12Exp: 2021-09-06→ Common Stock (18,824 underlying) - Disposition to Issuer
Common Stock
2014-02-03$9.50/sh−61,750$586,625→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Chiesi Farmaceutici S.p.A., Chiesi U.S. Corporation, and Cornerstone Therapeutics Inc., dated as of September 15, 2013, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock were automatically converted into the right to receive $9.50, without interest.
- [F2]Represents shares of restricted stock. Pursuant to the Merger, each restricted stock award outstanding at the effective time of the Merger was converted into the right to receive an amount in cash equal to the product of (i) $9.50 and (ii) the number of shares of Cornerstone Therapeutics Inc. common stock subject to such award.
- [F3]This option, which provided for vesting as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 2.09% of the original number of shares at the end of each successive one-month period following the first anniversary of the grant date until the fourth anniversary of the grant date, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $9.50 over the exercise price per share of the option and (ii) the total number of shares underlying the option.