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
Astex Pharmaceuticals, Inc [ ASTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2013 | ||||||||||||||||||||||||||
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 | 10/11/2013 | U | 13,900 | D | (1) | 0 | D | |||
Common Stock | 10/11/2013 | U | 70 | D | (1) | 0 | I | See Note(2) |
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 | ||||||||
Employee Stock Option (Right to buy) | $6.1 | 10/11/2013 | D | 250,000 | (3) | 01/03/2015 | Common Stock | 250,000 | (4) | 0 | D | ||||
Employee Stock Option (Right to buy) | $5.03 | 10/11/2013 | D | 250,000 | (5) | 01/03/2016 | Common Stock | 250,000 | (6) | 0 | D | ||||
Employee Stock Option (Right to buy) | $4.87 | 10/11/2013 | D | 200,000 | 08/31/2006 | 08/31/2016 | Common Stock | 200,000 | (7) | 0 | D | ||||
Employee Stock Option (Right to buy) | $5.06 | 10/11/2013 | D | 360,000 | (8) | 01/03/2017 | Common Stock | 360,000 | (9) | 0 | D | ||||
Employee Stock Option (Right to buy) | $5.06 | 10/11/2013 | D | 1,000,000 | (10) | 01/03/2017 | Common Stock | 1,000,000 | (11) | 0 | D | ||||
Employee Stock Option (Right to buy) | $3.6 | 10/11/2013 | D | 360,000 | (12) | 01/02/2018 | Common Stock | 360,000 | (13) | 0 | D | ||||
Employee Stock Option (Right to buy) | $2 | 10/11/2013 | D | 360,000 | (14) | 01/02/2019 | Common Stock | 360,000 | (15) | 0 | D | ||||
Employee Stock Option (Right to buy) | $1.76 | 10/11/2013 | D | 1,200,000 | (16) | 04/01/2019 | Common Stock | 1,200,000 | (17) | 0 | D | ||||
Employee Stock Option (Right to buy) | $3.12 | 10/11/2013 | D | 360,000 | (18) | 04/01/2020 | Common Stock | 360,000 | (19) | 0 | D | ||||
Employee Stock Option (Right to buy) | $2.12 | 10/11/2013 | D | 800,000 | (20) | 10/01/2020 | Common Stock | 800,000 | (21) | 0 | D | ||||
Employee Stock Option (Right to buy) | $3.16 | 10/11/2013 | D | 360,000 | (22) | 04/01/2021 | Common Stock | 360,000 | (23) | 0 | D | ||||
Employee Stock Option (Right to buy) | $1.84 | 10/11/2013 | D | 360,000 | (24) | 04/01/2022 | Common Stock | 360,000 | (25) | 0 | D | ||||
Employee Stock Option (Right to buy) | $4.57 | 10/11/2013 | D | 360,000 | (26) | 04/01/2023 | Common Stock | 360,000 | (27) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash. |
2. Includes 60 shares held individually by spouse and 10 shares held by spouse as custodian for their daughter under the Uniform Grant to Minors Act. |
3. The option provided for vesting as to 1/12th of the shares on February 1, 2005 and on each one month anniversary thereafter. |
4. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $600,000.00 which represents the difference between $8.50 and the exercise price of the option per share. |
5. The option provided for vesting as to 1/12th of the shares on February 1, 2006 and on each one month anniversary thereafter. |
6. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $867,500.00, which represents the difference between $8.50 and the exercise price of the option per share. |
7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $726,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
8. The option provided for vesting as to 1/12th of the shares on February 1, 2007 and on each one month anniversary thereafter. |
9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,238,400.00, which represents the difference between $8.50 and the exercise price of the option per share. |
10. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective January 1, 2007. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
11. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $3,440,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
12. The option provided for vesting as to 1/12th of the shares on February 1, 2008 and on each one month anniversary thereafter. |
13. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,764,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
14. The option provided for vesting as to 1/12th of the shares on February 1, 2009 and on each one month anniversary thereafter. |
15. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,340,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
16. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective April 1, 2009. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
17. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $8,088,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
18. The option provided for vesting as to 1/12th of the shares on May 1, 2010 and on each one month anniversary thereafter. |
19. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,936,800.00, which represents the difference between $8.50 and the exercise price of the option per share. |
20. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective October 1, 2010. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
21. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5,104,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
22. The option provided for vesting as to 1/12th of the shares on May 1, 2011 and on each one month anniversary thereafter. |
23. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,922,400.00, which represents the difference between $8.50 and the exercise price of the option per share. |
24. The option provided for vesting as to 1/12th of the shares on May 1, 2012 and on each one month anniversary thereafter. |
25. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,397,600.00, which represents the difference between $8.50 and the exercise price of the option per share. |
26. The option provided for vesting as to 1/12th of the shares on May 1, 2013 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
27. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,414,800.00, which represents the difference between $8.50 and the exercise price of the option per share. |
/s/ James S.J. Manuso | 10/16/2013 | |
** 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. |