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
Chelsea Therapeutics International, Ltd. [ CHTP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2014 | ||||||||||||||||||||||||||
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 | 06/23/2014 | U | 5,000 | D | (1) | 0 | D |
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) | $4.65 | 06/23/2014 | D | 35,000 | (2)(3) | 01/22/2024 | Common stock | 35,000 | $1.79(15) | 0 | D | ||||
Stock Option (Right to Buy) | $0.96 | 06/23/2014 | D | 35,000 | (2)(4) | 01/07/2023 | Common stock | 35,000 | $5.48(15) | 0 | D | ||||
Stock Option (Right to Buy) | $1.15 | 06/23/2014 | D | 35,000 | (2)(5) | 07/23/2022 | Common stock | 35,000 | $5.29(15) | 0 | D | ||||
Stock Option (Right to Buy) | $4.54 | 06/23/2014 | D | 40,000 | (2)(6) | 01/25/2022 | Common stock | 40,000 | $1.9(15) | 0 | D | ||||
Stock Option (Right to Buy) | $7.72 | 06/23/2014 | D | 40,000 | (2)(7) | 01/11/2021 | Common stock | 40,000 | $0(16) | 0 | D | ||||
Stock Option (Right to Buy) | $2.96 | 06/23/2014 | D | 40,000 | (8) | 01/19/2020 | Common stock | 40,000 | $3.48(15) | 0 | D | ||||
Stock Option (Right to Buy) | $1.78 | 06/23/2014 | D | 40,000 | (9) | 01/22/2019 | Common stock | 40,000 | $4.66(15) | 0 | D | ||||
Stock Option (Right to Buy) | $6.5 | 06/23/2014 | D | 42,500 | (10) | 01/24/2018 | Common stock | 42,500 | $0(16) | 0 | D | ||||
Stock Option (Right to Buy) | $5.68 | 06/23/2014 | D | 42,500 | (11) | 02/06/2017 | Common stock | 42,500 | $0.76(15) | 0 | D | ||||
Stock Option (Right to Buy) | $3.26 | 06/23/2014 | D | 30,000 | (12) | 01/19/2016 | Common stock | 30,000 | $3.18(15) | 0 | D | ||||
Stock Option (Right to Buy) | $1.77 | 06/23/2014 | D | 50,000 | (13) | 12/31/2014 | Common stock | 50,000 | $4.67(15) | 0 | D | ||||
Stock Option (Right to Buy) | $0.2 | 06/23/2014 | D | 35,210 | (14) | 09/08/2014 | Common stock | 35,210 | $6.24(15) | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of May 7, 2014, by and among Chelsea Therapeutics International, Ltd. (the "Company"), H. Lundbeck A/S, and Charlie Acquisition Corp. (the "Merger Agreement"), the reporting person disposed of 5,000 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for (i) $6.44 per share in cash (the "Cash Consideration"), and (ii) one contingent value right per share (a "CVR" and, together with the Cash Consideration, the "Merger Consideration"). |
2. Pursuant to the terms of the Merger Agreement, upon the closing of the Offer, each unvested, unexpired and unexercised stock option granted under the Company's 2004 Stock Plan, as amended, or otherwise (each such stock option, a "Company Option"), vested and became exercisable. |
3. Option vests in four equal annual installments beginning on January 22, 2015. The option became fully vested upon the closing of the Offer. |
4. Option vests in four equal annual installments beginning on January 7, 2014. The option became fully vested upon the closing of the Offer. |
5. Option vests in four equal annual installments beginning on July 23, 2013. The option became fully vested upon the closing of the Offer. |
6. Option vests in four equal annual installments beginning on January 25, 2013. The option became fully vested upon the closing of the Offer. |
7. Option vests in four equal annual installments beginning on January 11, 2012. The option became fully vested upon the closing of the Offer. |
8. The option became exercisable in four equal annual installments beginning on January 19, 2011. |
9. The option became exercisable in four equal annual installments beginning on January 22, 2010. |
10. The option became exercisable in four equal annual installments beginning on January 24, 2009. |
11. The option became exercisable in four equal annual installments beginning on February 6, 2008. |
12. The option became exercisable in four equal annual installments beginning on January 19, 2007. |
13. Option vests upon a change in control of the Company. The option became fully vested upon the closing of the Offer. |
14. Option vested in four equal annual installments beginning on September 8, 2005. |
15. Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each Company Option was cancelled. At the Effective Time, each Company Option with an exercise price less than the Cash Consideration (each such Company Option, a "Covered Option") was cancelled and converted into the right to receive, at the Effective Time or as soon as practicable thereafter, and subject to any applicable withholding taxes, (i) an amount in cash equal to (a) the excess of the Cash Consideration over the exercise price per share subject to such Covered Option multiplied by (b) the total number of shares subject to such Covered Option, and (ii) one CVR for each share subject to such Covered Option. |
16. At the Effective Time, the amount payable under the Merger Agreement with respect to each Company Option with an exercise price that was equal to or exceeded the Cash Consideration (each such Company Option, an "Uncovered Option") was zero, and such Uncovered Option was cancelled and terminated without any payment being made in respect thereof (whether in the form of cash or a CVR). |
/s/ Kevan Clemens | 06/25/2014 | |
** 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). | ||
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. |