| 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
QUOVADX INC [ QVDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2005 | ||||||||||||||||||||||||||
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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 | 06/23/2005 | A | 15,000(1) | A | $0 | 30,000 | D | |||
| Common Stock | 06/23/2005 | A | 2,500(2) | A | $0 | 32,500 | D | |||
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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 | ||||||||
| Stock Option (Right to Buy) | $2.82 | 06/23/2005 | A | 10,000(3) | (4) | 06/23/2012 | Common Stock | 10,000 | $0 | 75,000 | D | ||||
| Stock Option (Right to Buy) | $2.82 | 06/23/2005 | A | 5,000(5) | (4) | 06/23/2012 | Common Stock | 5,000 | $0 | 80,000 | D | ||||
| Stock Option (Right to Buy) | $2.82 | 06/23/2005 | A | 5,000(6) | (4) | 06/23/2012 | Common Stock | 5,000 | $0 | 85,000 | D | ||||
| Explanation of Responses: |
| 1. Subsequent annual award or grant to reporting person of 15,000 shares of restricted Quovadx common stock under the Company's Amended and Restated 1997 Stock Plan (the "1997 Plan"), with such shares vesting at the rate of 25% at the end of each three-month period beginning three months from the award date of June 23, 2005 (i.e., on each of September 23, 2005, December 23, 2005, March 23, 2006 and June 23, 2006), subject to the recipient's continued service as a director through each vesting date. |
| 2. Annual award or grant to reporting person of 2,500 shares of restricted Quovadx common stock under the 1997 Plan on account of his service as Chairman of a standing committee of the Board, with such shares vesting at the rate of 25% at the end of each three-month period beginning three months from the award date of June 23, 2005 (i.e., on each of September 23, 2005, December 23, 2005, March 23, 2006 and June 23, 2006), subject to the reporting person's continued service as a director through each vesting date. |
| 3. Automatic annual grant to reporting person of an option to purchase 10,000 shares of Quovadx common stock under the Company's Amended and Restated 1999 Director Option Plan. |
| 4. The shares underlying the option, listed in column 5, shall vest 100% on the earlier of the one-year anniversary of the date of grant or the date of the Company's 2006 annual stockholders meeting. |
| 5. Subsequent annual grant to reporting person of an option to purchase 5,000 shares of Quovadx common stock under the 1997 Plan on account of his service as a director. |
| 6. Annual grant to reporting person of an option to purchase 5,000 shares of Quovadx common stock under the 1997 Plan on account of his service as a member of the Audit Committee. |
| Linda K. Wackwitz as Attorney-in-Fact for Charles J. Roesslein | 06/27/2005 | |
| ** 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). | ||
| 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. | ||