SEC Form 4
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*
DEVINE THOMAS P

(Last) (First) (Middle)
C/O ERESEARCHTECHNOLOGY, INC.
1818 MARKET STREET

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ERESEARCHTECHNOLOGY INC /DE/ [ ERT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, Chief Information Off
3. Date of Earliest Transaction (Month/Day/Year)
07/03/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $.01 par value 07/03/2012 D 15,474 D $0 34,740 D
Common Stock, $.01 par value 07/03/2012 D 10,000 D $8(1) 24,740 D
Common Stock, $.01 par value 07/03/2012 D 24,740 D $8(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option (Right to Buy) $6.46 07/03/2012 D 31,553 (3) 03/02/2018 Common Stock, $.01 par value 31,553 $1.54 0 D
Option (Right to Buy) $6.05 07/03/2012 D 28,547 (4) 02/26/2017 Common Stock, $.01 par value 28,547 $1.95 0 D
Option (Right to Buy) $4.6 07/03/2012 D 50,000 (5) 03/02/2016 Common Stock, $.01 par value 50,000 $3.4 0 D
Option (Right to Buy) $7.41 07/03/2012 D 20,000 (6) 02/23/2014 Common Stock, $.01 par value 20,000 $0.59 0 D
Option (Right to Buy) $6.29 07/03/2012 D 43,688 (7) 04/22/2013 Common Stock, $.01 par value 43,688 $1.71 0 D
Option (Right to Buy) $4.21 07/03/2012 D 17,375 (8) 10/22/2012 Common Stock, $.01 par value 17,375 $3.79 0 D
Explanation of Responses:
1. These shares were disposed of pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for equivalent shares of Explorer Holdings, Inc. valued at $80,000, representing the per share consideration paid in the merger.
2. These shares were disposed of pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $197,920, representing the per share consideration paid in the merger.
3. This option, which vested in four equal annual installments commencing on March 2, 2012, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $48,591.62, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
4. This option, which vested in four equal annual installments commencing on February 26, 2011, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $55,666.65, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
5. This option, which vested in four equal annual installments commencing on March 2, 2010, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $170,000, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
6. This option, which vested in four equal annual installments commencing on February 23, 2008, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $11,800, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
7. This option, which vested in four equal annual installments commencing on April 22, 2004, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $74,706.48, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
8. This option, which vested in four equal annual installments commencing on October 22, 2003, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $65,851.25, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
Remarks:
Thomas P Devine 07/06/2012
** 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).
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