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
POZEN INC /NC [ POZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2011 | ||||||||||||||||||||||||||
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 ($0.001 par value) | 10/01/2011 | A | 42,000(1) | D | $2.41(2) | 342,835(3) | D | |||
Common Stock ($0.001 par value) | 10/01/2011 | F | 4,543(4) | A | $2.41(2) | 338,292(3) | D | |||
Common Stock ($0.001 par value) | 1,842,668 | I | By Trust(5) | |||||||
Common Stock ($0.001 par value) | 235,476 | I | By Trust(6) | |||||||
Common Stock ($0.001 par value) | 1,157,808 | I | By Silver Hill Investments, LLC(7) | |||||||
Common Stock ($0.001 par value) | 22,631 | I | By Trust(8) |
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. The restricted stock units vest in accordance with the following schedule: (i) one-third (1/3) immediately upon grant, (ii) one-third (1/3) on October 1, 2012, and (iii) one-third (1/3) on October 1, 2013. |
2. Based upon the closing price of the Company's common stock, as listed on the NASDAQ Global Market, on 9/30/11. |
3. Includes restricted stock units with varying vesting schedules. |
4. In accordance with the Company's 2010 Omnibus Equity Compensation Plan, the reporting person paid the tax liability associated with the granting of 14,000 immediately vested restricted stock units on 10/1/11 through the withholding of 4,543 vested shares of the Company's common stock. |
5. Beneficially owned by John R. Plachetka, indirectly, through the Revocable Declaration Trust u/a 1/31/2000, John R. Plachetka, Trustee. |
6. Beneficially owned by John R. Plachetka, indirectly, through the Revocable Declaration Trust u/a 1/31/2000, Clare A. Plachetka, Trustee. |
7. Beneficially owned by John R. Plachetka, indirectly, as manager of Silver Hill Investments, LLC. Silver Hill Investments LLC is 50% owned by the Family Trust under the John R. Plachetka Irrevocable Trust dated 4/20/2000, Wachovia Bank N.A. and Clare A. Plachetka, Trustees (the "Family Trust"); 40% owned by the Revocable Declaration of Trust u/a 1/31/2000, John R. Plachetka, Trustee; and 10% owned by the Revocable Declaration of Trust u/a 1/31/2000, Clare A. Plachetka, Trustee. |
8. Beneficially owned by John R. Plachetka, indirectly, through the Family Trust. The shares in the Family Trust are held in trust for the benefit of Clare A. Plachetka and John R. and Clare A. Plachetka's children. |
/s/ John Barnhardt, Attorney-in-Fact | 10/04/2011 | |
** 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. |