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*
Hewitt L Arthur
(Last) (First) (Middle)
3530 TORINGDON WAY
SUITE 200
(Street)
CHARLOTTE NC 28277
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chelsea Therapeutics International, Ltd. [ CHTP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
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)
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 06/23/2014 U 58,683 D (1) 0 I By Spouse
Common Stock 06/23/2014 M 68,923 A $2.62 68,923 D
Common Stock 06/23/2014 M 50,000 A $1.78 118,923 D
Common Stock 06/23/2014 M 50,000 A $1.24 168,923 D
Common Stock 06/23/2014 M 50,000 A $0.96 218,923 D
Common Stock 06/23/2014 D 218,923 D (2) 0 D
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 (Right to Buy) $2.62 06/23/2014 M 68,923 (3) 01/10/2015 Common stock 68,923 $0 0 D
Stock Option (Right to Buy) $1.78 06/23/2014 M 50,000 (4) 01/22/2019 Common stock 50,000 $0 0 D
Stock Option (Right to Buy) $1.24 06/23/2014 M 50,000 (5)(6) 07/09/2022 Common stock 50,000 $0 0 D
Stock Option (Right to Buy) $0.96 06/23/2014 M 50,000 (5)(7) 01/07/2023 Common stock 50,000 $0 0 D
Stock Option (Right to Buy) $7.72 06/23/2014 D 50,000 (5)(8) 01/11/2021 Common stock 50,000 $0(15) 0 D
Stock Option (Right to Buy) $6.5 06/23/2014 D 50,000 (9) 01/24/2018 Common stock 50,000 $0(15) 0 D
Stock Option (Right to Buy) $5.68 06/23/2014 D 50,000 (10) 02/06/2017 Common stock 50,000 $0.76(16) 0 D
Stock Option (Right to Buy) $4.65 06/23/2014 D 50,000 (5)(11) 01/22/2024 Common stock 50,000 $1.79(16) 0 D
Stock Option (Right to Buy) $4.54 06/23/2014 D 50,000 (5)(12) 01/25/2022 Common stock 50,000 $1.9(16) 0 D
Stock Option (Right to Buy) $3.26 06/23/2014 D 50,000 (13) 01/19/2016 Common stock 50,000 $3.18(16) 0 D
Stock Option (Right to Buy) $2.96 06/23/2014 D 50,000 (14) 01/19/2020 Common stock 50,000 $3.48(16) 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 58,683 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, the reporting person disposed of 218,923 shares in the Merger (as defined in the Merger Agreement) for the Merger Consideration.
3. The option became exercisable in four equal annual installments beginning on January 10, 2006.
4. The option became exercisable in four equal annual installments beginning on January 22, 2010.
5. 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.
6. Option vests in four equal annual installments beginning on July 9, 2013. The option became fully vested upon the closing of the Offer.
7. Option vests in four equal annual installments beginning on January 7, 2014. The option became fully vested upon the closing of the Offer.
8. Option vests in four equal annual installments beginning on January 11, 2012. The option became fully vested upon the closing of the Offer.
9. The option became exercisable in four equal annual installments beginning on January 24, 2009.
10. The option became exercisable in four equal annual installments beginning on February 6, 2008.
11. Option vests in four equal annual installments beginning on January 22, 2015. The option became fully vested upon the closing of the Offer.
12. Option vests in four equal annual installments beginning on January 25, 2013. The option became fully vested upon the closing of the Offer.
13. The option became exercisable in four equal annual installments beginning on January 19, 2007.
14. The option became exercisable in four equal annual installments beginning on January 19, 2011.
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, 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 at the Effective Time (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).
16. 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.
/s/ Arthur L Hewitt 06/25/2014
** Signature of Reporting Person Date
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