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
AMYLIN PHARMACEUTICALS INC [ AMLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2012 | ||||||||||||||||||||||||||
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 | 08/08/2012 | J | 4,580(1) | D | $31 | 0.0 | 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 | ||||||||
Non-Qualified Stock Option (right to buy) | $11.68 | 08/08/2012 | J | 20,000 | (2) | 05/27/2016 | Common Stock | 20,000 | $31 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $13.18 | 08/08/2012 | J | 20,000 | (2) | 05/24/2018 | Common Stock | 20,000 | $31 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $21.52 | 08/08/2012 | J | 20,000 | (2) | 04/29/2017 | Common Stock | 20,000 | $31 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $27.3 | 08/08/2012 | J | 20,000 | (2) | 05/15/2019 | Common Stock | 20,000 | $31 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $31.77 | 08/08/2012 | H | 12,000 | (3) | 05/30/2015 | Common Stock | 12,000 | $0.0 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $41.34 | 08/08/2012 | H | 12,000 | 02/17/2007(3) | 05/17/2016 | Common Stock | 12,000 | $0.0 | 0.0 | D | ||||
Non-Qualified Stock Option (right to buy) | $44.64 | 08/08/2012 | H | 12,000 | (3) | 05/23/2017 | Common Stock | 12,000 | $0.0 | 0.0 | D | ||||
Phantom Stock-Deferred Compensation | (4) | 08/08/2012 | J | 6,173.4 | (4) | (4) | Common Stock | 6,173.4 | $31 | 4,015.3 | D | ||||
Phantom Stock-Deferred Compensation | (4) | 08/08/2012 | J | 4,015.3 | (4) | (4) | Common Stock | 4,015.3 | $31 | 0.0 | D | ||||
Phantom Stock-Deferred Compensation-RSU | (4) | 08/08/2012 | J | 3,000 | (4) | (4) | Common Stock | 3,000 | $31 | 0.0 | D |
Explanation of Responses: |
1. Represents a sale of shares to B&R Acquisition Company, a wholly-owned subsidiary of Bristol-Myers Squibb Company, either through directly tendering such shares or by virtue of a sale in the merger pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc. Includes 3,000 unvested restricted stock units that were cancelled at the effective time of the merger pursuant to the merger agreement in exchange for the right to receive cash payment for such restricted stock units at a price of $31.00 per restricted stock unit. |
2. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., these options, whether or not vested, were fully vested immediately prior to and cancelled at the effective time of the merger in exchange for the right to receive cash payment in the amount of $31.00 per option less the exercise price of such option. |
3. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., all options held by the reporting person with an exercise price above $31.00 per share were cancelled upon consummation of the merger. |
4. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., these phantom shares were cancelled in exchange for the right to receive cash payment for each phantom shares at a price of $31.00 per share. The distribution of cash to the reporting person will generally be in accordance with the distribution elections of the reporting person under the terms of Amylin's Deferred Compensation Plan. |
By: /s/ James R Oehler, Attorney-in-Fact For: James R Gavin, III | 08/10/2012 | |
** 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. |