Gruber Joerg 4
4 · Pathfinder Cell Therapy, Inc. · Filed Dec 15, 2011
Insider Transaction Report
Form 4
Gruber Joerg
Director
Transactions
- Award
Common Stock
2011-12-01+400,000→ 49,939,393 total
Holdings
- 823,000(indirect: By Clubb Capital Limited)
Common Stock
Footnotes (2)
- [F1]1. On December 1, 2011, the reporting person became entitled to receive 400,000 shares of the issuer's common stock pursuant to an anti-dilution provision of the merger agreement with Pathfinder, LLC. Under the merger agreement, the members of Pathfinder, LLC would receive, pursuant to an agreed formula, additional shares of common stock of the issuer, for no additional consideration, if within three months' following the merger the issuer restructures a particular polymer technology agreement, and in connection therewith issues shares of its common stock. The provision was triggered on December 1, 2011 when the issuer restructured the polymer technology agreement. The reporting person's right to receive additional shares became fixed and irrevocable on September 2, 2011, the date of the merger. The closing price of the issuer's common stock on the merger date was $.06 per share. No stand-alone valuation of Pathfinder, LLC was determined in connection with the merger.
- [F2]The reporting person is Chairman and a director of Clubb Capital Limited. The reporting person disclaims beneficial ownership of the securities held by Clubb Capital Limited except to the extent of his pecuniary interest therein.