| 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
ADOLOR CORP [ ADLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2011 | ||||||||||||||||||||||||||
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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, $0.0001 par value | 12/09/2011 | P | 1,729,130 | A | $4.25(1) | 43,307,152 | I | See footnote(2) | ||
| Common Stock, $0.0001 par value | 12/09/2011 | P | 45,070,030 | A | $4.76(3) | 88,377,182 | I | See footnote(2) | ||
| Common Stock, $0.0001 par value | 12/12/2011 | P | 7,908,727(4) | A | $4.25(1) | 1,000(5) | D | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported shares of Common Stock were acquired in a tender offer for $4.25 per share in cash, plus one nontransferable Contingent Payment Right entitling the holder to receive additional cash payments of up to $4.50 for each share tendered if certain regulatory approvals and/or commercialization milestones are met within agreed upon time periods, upon the terms and subject to the conditions set forth in the tender offer (the "Merger Consideration"). An additional 736,286 shares were tendered pursuant to guaranteed delivery procedures and will be accepted for payment upon timely delivery of the shares. |
| 2. The reported shares are owned directly by FRD Acquisition Corporation ("FRD"), a wholly-owned subsidiary of Cubist Pharmaceuticals, Inc. ("Cubist"). Cubist is an indirect beneficial owner of the reported securities. |
| 3. The reported shares of Common Stock were acquired directly from Adolor Corporation ("Adolor") by FRD for a purchase price of $0.0001 per share in cash, plus a promissory note with a per share principal balance of $4.7599, upon the terms and subject to the conditions of the "top-up option" provision of the merger agreement by and between FRD, Cubist and Adolor, dated as of October 24, 2011. |
| 4. Following the transactions reported in rows 1 and 2, FRD owned more than 90% of Adolor's outstanding common stock and effected a short-form merger pursuant to which FRD was merged with and into Adolor with Adolor continuing as the surviving corporation and a wholly-owned subsidiary of Cubist. This amount reflects all of the outstanding shares of Adolor not owned by FRD prior to December 12, 2011. At the effective time of the merger, these shares of common stock were canceled and converted into the right to receive the Merger Consideration. |
| 5. Prior to the merger, Cubist held 1,000 shares of common stock, $0.01 par value per share, of FRD, which represented all of the issued and outstanding capital stock of FRD. At the effective time of the merger, each share of FRD was converted into one share of common stock of Adolor, resulting in the acquisition by Cubist of 100% of the equity interest of Adolor. |
| /s/ Tamara L. Joseph, Senior Vice President, General Counsel and Secretary of Cubist and Secretary of FRD Acquisition Corporation | 12/13/2011 | |
| ** 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. | ||