FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEDAREX INC [ MEDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/22/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 04/22/2004 | J(1) | 203,207 | A | $0 | 203,207 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. See Note 1 |
Remarks: |
1. The number reported in Table 1, Item 4 represents 203,207 shares of Common Stock received as a liquidating distribution from The Bay City Capital Fund I, L.P. ("Fund I"). In prior reports, Dr. Craves reported indirect beneficial ownership of 2,945,363 shares of Common Stock held by Fund I. On April 22, 2004, Fund I distributed to its partners of all of its interest in 2,945,363 shares of Common Stock of the Issuer (the "Distribution"), in connection with Fund I's process of liquidation. Fund I's limited partners are BCC Amalgamated, L.L.C. and The Craves Group LLC, and its general partner is Bay City Capital Management LLC ("BCC Management"), which is owned 50% by BCC Amalgamated, L.L.C. and 50% by The Craves Group LLC. Dr. Craves owns a 1/3 proportional interest in the capital account of The Craves Group LLC. BCC Management, in connection with its liquidation, distributed all of its interest in Common Stock of the Issuer directly to BCC Amalgamated L.L.C. and The Craves Group LLC. The Craves Group LLC distributed directly to Dr. Craves his share of the distribution. The Distribution represents the distribution by Fund I of all its interest in the Common Stock of the Issuer comprised of (a) 2,829,763 shares of Issuer Common Stock that Fund I received in connection with a distribution by BCC Acquisition I LLC which itself is in the process of liquidation; Fund I had approximately a 74.634% proportional interest in the profits and capital account of BCC Acquisition I LLC; and (b) 115,600 shares of Issuer Common Stock directly owned by Fund I. Dr. Craves disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
/s/ Fred B. Craves | 04/22/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |