FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/24/2014 |
3. Issuer Name and Ticker or Trading Symbol
Amphastar Pharmaceuticals, Inc. [ AMPH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 547,823 | D | |
Common Stock | 68,973(1) | D | |
Common Stock | 7,631,594 | I | By APCL(2) |
Common Stock | 5,000 | I | By son(3) |
Common Stock | 200,000 | I | By son(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (5) | 08/02/2014 | Common Stock | 185,000 | $22.29 | D | |
Stock Option (Right to Buy) | (5) | 09/28/2015 | Common Stock | 185,000 | $12.97 | D | |
Stock Option (Right to Buy) | (6) | 10/03/2016 | Common Stock | 181,768 | $16.75 | D | |
Stock Option (Right to Buy) | (7) | 07/13/2017 | Common Stock | 264,895 | $11.51 | D | |
Stock Option (Right to Buy) | (8) | 09/28/2017 | Common Stock | 138,632 | $11.53 | D | |
Stock Option (Right to Buy) | (9) | 07/05/2018 | Common Stock | 746,181 | $12.02 | D | |
Stock Option (Right to Buy) | (10) | 03/27/2019 | Common Stock | 224,737 | $15.84 | D |
Explanation of Responses: |
1. This represents deferred stock units that were granted on 3/27/2014 and vest over 4 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued employment with or service to the Issuer or subsidiary thereof through the applicable vesting date. |
2. The reporting person and Dr. Jack Y. Zhang ("Dr. Zhang"), the Chief Executive Officer and a director of the Issuer, are the sole owners of Applied Physics & Chemistry Laboratories, Inc. The reporting person and Dr. Zhang have shared voting and investment power over these shares. |
3. Shares held in an account for the benefit of the reporting person's son, Bill Luobei Zhang, who shares the reporting person's household. As such, the reporting person may be deemed to have indirect beneficial ownership of these shares. The reporting person disclaims beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose. |
4. Shares held by a trust for the benefit of the reporting person's son, Bill Luobei Zhang, who shares the reporting person's household. As such, the reporting person may be deemed to have indirect beneficial ownership of these shares. The reporting person disclaims beneficial ownership of these shares, and the inclusion of these shares in this report should not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16, or for any other purpose. |
5. This option is fully vested and exercisable. |
6. This option was granted on 10/3/2011 and vests over 3 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued (i) employment with or service to the Issuer or subsidiary thereof and (ii) service on the Board of Directors of the Issuer, in each case through the applicable vesting date. |
7. This option was granted on 7/13/2012 and vests over 4 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued (i) employment with or service to the Issuer or subsidiary thereof and (ii) service on the Board of Directors of the Issuer, in each case through the applicable vesting date. |
8. This option was granted on 9/28/2012 and vests over 4 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued (i) employment with or service to the Issuer or subsidiary thereof and (ii) service on the Board of Directors of the Issuer, in each case through the applicable vesting date. |
9. This option was granted on 7/5/2013 and vests over 3 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued (i) employment with or service to the Issuer or subsidiary thereof and (ii) service on the Board of Directors of the Issuer, in each case through the applicable vesting date. |
10. This option was granted on 3/27/2014 and vests over 3 years in equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued (i) employment with or service to the Issuer or subsidiary thereof and (ii) service on the Board of Directors of the Issuer, in each case through the applicable vesting date. |
/s/Mary Z. Luo, by Power of Attorney | 06/24/2014 | |
** 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 5 (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. |