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*
PLACHETKA JOHN R

(Last) (First) (Middle)
C/O POZEN INC.
1414 RALEIGH ROAD, SUITE 400

(Street)
CHAPEL HILL NC 27517

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POZEN INC /NC [ POZN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2014
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 08/19/2014 M(1) 21,776 A $5.78 59,356 D
Common Stock 08/19/2014 S(1) 21,776 D $7.86(2)(3) 37,580 D
Common Stock 08/19/2014 M(1) 8,224 A $3.77 45,804 D
Common Stock 08/19/2014 S(1) 8,224 D $7.86(2)(3) 37,580 D
Common Stock 08/20/2014 M(1) 20,000 A $3.77 57,580 D
Common Stock 08/20/2014 S(1) 20,000 D $7.67(3)(4) 37,580 D
Common Stock(5) 693,126 D
Common Stock 1,779,102 I By Trust(6)
Common Stock 221,910 I By Trust(7)
Common Stock 1,157,808 I By Silver Hill Investments, LLC(8)
Common Stock 22,631 I By Trust(9)
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
Stock Option $5.78 08/19/2014 M(1) 21,776 (10) 01/03/2015 Common Stock 21,776 $0.00 0 D
Stock Option $3.77 08/19/2014 M(1) 8,224 (11) 03/15/2021 Common Stock 8,224 $0.00 201,531 D
Stock Option $3.77 08/20/2014 M(1) 20,000 (11) 03/15/2021 Common Stock 20,000 $0.00 181,531 D
Explanation of Responses:
1. Option exercises and open market sales pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
2. The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $7.85 to $7.90.
3. The reporting person has provided to the issuer, and the issuer will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range reported.
4. The price in column 4 is a weighted average price. The prices actually received by the reporting person in this transaction range from $7.63 to $7.82.
5. Shares underlying restricted stock units.
6. Beneficially owned by John R. Plachetka, indirectly, through the Revocable Declaration Trust u/a 1/31/2000, John R. Plachetka, Trustee.
7. Beneficially owned by John R. Plachetka, indirectly, through the Revocable Declaration Trust u/a 1/31/2000, Clare A. Plachetka, Trustee.
8. 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.
9. 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.
10. The options vested in four equal annual installments, with the initial vesting date occurring on January 3, 2006.
11. The options vest in four equal annual installments, with the initial vesting date occurring on March 15, 2012.
Remarks:
/s/ John E. Barnhardt, Attorney-in-fact 08/21/2014
** 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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