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*
SZ INVESTMENTS LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Adams Respiratory Therapeutics, Inc. [ ARXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.01 par value 12/22/2005 J(1) 5,448,434 D $0 284,541 D(2)(3)(4)
Common Stock, $0.01 par value 12/22/2005 J 238,761 A $0 238,761 D(5)
Common Stock, $0.01 par value 12/22/2005 J 2,547 A $0 2,547 D(6)
Common Stock, $0.01 par value 12/22/2005 J 4,612,951 A $0 4,612,951 D(7)
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
1. Name and Address of Reporting Person*
SZ INVESTMENTS LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI FUND 99 INVESTORS LLC

(Last) (First) (Middle)
C/O EQUITY GROUP INVESTMENTS LLC
TWO N RIVERSIDE PLZ

(Street)
CHICAGO IL 60605

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI FUND 00 INVESTORS LLC

(Last) (First) (Middle)
EQUITY GROUP INVESTMENTS LLC
TWO NORTH RIVERSIDE PLZ STE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI FUND 01 INVESTORS LLC

(Last) (First) (Middle)
2 NORTH RIVERSIDE PLZ
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI FUND 02 04 INVESTORS LLC

(Last) (First) (Middle)
C/O EQUITY GROUP INVESTMENTS
2 N RIVERSIDE PLZ

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI-Managing Member (01), L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EGI MANAGING MEMBER 02 04 LLC

(Last) (First) (Middle)
EQUITY GROUP INVESTMENTS LLC
2 N RIVERSIDE PALZA STE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GVI Holdings, Inc.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GAMI INVESTMENTS INC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CHAI TRUST CO LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On December 22, 2005, the following Reporting Persons made the following distributions of shares of Common Stock of the Issuer to each of their members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of their respective operating agreements, for no consideration: EGI-Fund (99) Investors, L.L.C. ("Fund 99") distributed 1,536,087 shares of Common Stock; EGI-Fund (00) Investors, L.L.C. ("Fund 00") distributed 1,075,703 shares of Common Stock; EGI-Fund (01) Investors, L.L.C. ("Fund 01") distributed 316,657 shares of Common Stock; and EGI-Fund (02-04) Investors, L.L.C. ("Fund 02-04"; together with Fund 99, Fund 00 and Fund 01, the "Distributing Entities") distributed 2,519,987 shares of Common Stock.
2. GVI Holdings, Inc. ("GVI"), GAMI Investments, Inc. ("GAMI") and SZ Investments, L.L.C. ("SZI"), indirect members of the Distributing Entities, received an aggregate 4,854,259 shares from the distribution described in Footnote 1 above, with the remaining shares of Common Stock distributed being distributed to the other members of the Distributing Entities. The shares distributed will continue to be subject to a 90-day lockup previously granted to the underwriters in connection with the secondary public offering of the Issuer closed December 14, 2005.
3. After giving effect to the distribution described in Footnote 1 above, Fund 99 held 80,221 shares of Common Stock, Fund 00 held 56,178 shares of Common Stock, Fund 01 held 16,537 shares of Common Stock, and Fund 02-04 held 131,605 shares of Common Stock, all of which shares are subject to the Overallotment option described in Footnote 4 below. EGI-Managing Member (01), L.L.C. is the managing member of Fund 01 ("MM-01"). EGI-Managing Member (02-04), L.L.C. ("MM-02-04") is the managing member of Fund 02-04. SZI is the managing member of each of Fund 99, Fund 00, MM-01 and MM-02-04. Chai Trust Company, L.L.C. ("Chai") is the trustee of trusts which have an indirect ownership interest in each of Fund 99, Fund 00, Fund 01, Fund 02-04, MM-01, MM-02-04 and SZI.
4. In the underwritten, secondary public offering of the Issuer closed on December 14, 2005, each of the Distributing Entities granted to the underwriters thereunder an option to acquire up to an additional 284,541 shares of Common Stock in the aggregate from the Distributing Entities at a price of $43.75 per share within 30 calendar days of the date of the Prospectus relating to such offering (the "Overallotment"). Upon expiration of the Overallotment, to the extent not exercised, it is anticipated that any remaining shares of Common Stock then held by the Distributing Entities will be distributed to the members of such persons on the same basis as the distribution described in Footnote 1 above, and that, after giving effect thereto, none of the Distributing Entities will hold, or hold beneficial ownership of, any shares of Common Stock.
5. Shares received by GVI from distribution by Fund 01. GVI is indirectly owned by trusts, the trustee of certain of which is Chai, and the trustee of one of which is Samuel Zell.
6. Shares received by GAMI from distribution by Fund 01. GAMI is indirectly owned by trusts, the trustee of certain of which is Chai, and the trustee of one of which is Samuel Zell.
7. Shares received by SZI from distribution by Fund 99, Fund 00, Fund 01 and Fund 02-04. SZI is indirectly owned by trusts, the trustee of which is Chai.
Remarks:
The address for each Reporting Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.
Donald J. Liebentritt, Vice President 12/23/2005
** 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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