SEC FORM 4

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^*

ARMER THOMAS A

(Last)

(First)

(Middle)

2400 BAYSHORE PARKWAY, SUITE 200

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAP Pharmaceuticals, Inc. [ MAPP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2013		U⁽¹⁾		222,676⁽²⁾	D	$25	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.36	03/01/2013		D⁽³⁾			40,847	⁽³⁾	03/05/2017	Common Stock	40,847	$0	0	D
Stock Option (Right to Buy)	$6.39	03/01/2013		D⁽⁴⁾			22,526	⁽⁴⁾	05/01/2017	Common Stock	22,526	$0	0	D
Stock Option (Right to Buy)	$13.12	03/01/2013		D⁽⁵⁾			50,000	⁽⁵⁾	01/21/2018	Common Stock	50,000	$0	0	D
Stock Option (Right to Buy)	$10.37	03/01/2013		D⁽⁶⁾			75,000	⁽⁶⁾	02/10/2019	Common Stock	75,000	$0	0	D
Stock Option (Right to Buy)	$16.19	03/01/2013		D⁽⁷⁾			50,000	⁽⁷⁾	02/01/2020	Common Stock	50,000	$0	0	D
Stock Option (Right to Buy)	$16.15	03/01/2013		D⁽⁸⁾			27,500	⁽⁸⁾	01/25/2021	Common Stock	27,500	$0	0	D
Stock Option (Right to Buy)	$14.09	03/01/2013		D⁽⁹⁾			32,500	⁽⁹⁾	01/24/2022	Common Stock	32,500	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁰⁾	03/01/2013		D⁽¹¹⁾			4,500	⁽¹¹⁾	01/26/2015	Common Stock	4,500	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁰⁾	03/01/2013		D⁽¹²⁾			8,250	⁽¹²⁾	01/25/2016	Common Stock	8,250	$0	0	D

Explanation of Responses:

1. These shares were tendered to Groundhog Acquisition, Inc. (the "Purchaser") pursuant to the Purchaser's offer to purchase all of the outstanding shares common stock (the "Common Stock") of MAP Pharmaceuticals, Inc. (the "Issuer") at a cash purchase price of $25.00 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on January 31, 2013 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of January 22, 2013, by and among Allergan, Inc. ("Parent"), the Purchaser and the Issuer (the "Merger Agreement"). Such shares were purchased by the Purchaser pursuant to the Tender Offer on March 1, 2013, which is also the date of the closing of a merger by and among Parent, the Purchaser and the Issuer (the "Effective Time").

2. Includes 90,394 shares of the Common Stock held in a trust for the benefit of the reporting person.

3. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $883,806.54, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

4. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $419,215.62, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

5. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $594,000.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

6. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $1,097,250.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

7. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $440,500.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

8. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $243,375.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

9. These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $354,575.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised.

10. Each RSU represents a contingent right to receive one share of the Common Stock.

11. These RSUs, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $112,500.00, representing the number of shares of the Common Stock underlying such RSUs multiplied by $25.00.

12. These RSUs, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $206,250.00, representing the number of shares of the Common Stock underlying such RSUs multiplied by $25.00.

	/s/ Thomas A. Armer, Ph.D.	03/04/2013
	** Signature of Reporting Person	Date
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