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 | 45,163(16) | D | (1) | 0 | D | |||
Common Stock | 10/11/2013 | U | 16,084 | D | (1) | 0 | I | By spouse |
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) | $0.84 | 10/11/2013 | D | 8,792 | 07/20/2011 | 12/01/2015 | Common Stock | 8,792 | (2) | 0 | D | ||||
Employee Stock Option (Right to buy) | $0.87 | 10/11/2013 | D | 26,192 | 07/20/2011 | 12/01/2016 | Common Stock | 26,192 | (3) | 0 | D | ||||
Employee Stock Option (Right to buy) | $0.68 | 10/11/2013 | D | 65,480 | (4) | 03/19/2018 | Common Stock | 65,480 | (5) | 0 | D | ||||
Employee Stock Option (Right to buy) | $0.79 | 10/11/2013 | D | 38,633 | (6) | 06/22/2019 | Common Stock | 38,633 | (7) | 0 | D | ||||
Employee Stock Option (Right to buy) | $0.92 | 10/11/2013 | D | 111,316 | (8) | 05/28/2020 | Common Stock | 111,316 | (9) | 0 | D | ||||
Employee Stock Option (Right to buy) | $2.21 | 10/11/2013 | D | 300,000 | (10) | 09/16/2021 | Common Stock | 300,000 | (11) | 0 | D | ||||
Employee Stock Option (Right to buy) | $1.89 | 10/11/2013 | D | 210,000 | (12) | 03/07/2022 | Common Stock | 210,000 | (13) | 0 | D | ||||
Employee Stock Option (Right to buy) | $2.71 | 10/11/2013 | D | 210,000 | (14) | 12/06/2022 | Common Stock | 210,000 | (15) | 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. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $67,346.72, which represents the difference between $8.50 and the exercise price of the option per share. |
3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $199,844.96, which represents the difference between $8.50 and the exercise price of the option per share. |
4. The option originally provided for vesting as to 1/4th of the shares on March 19, 2009 and as to 1/48th of the shares on each one month anniversary thereafter. |
5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $512,053.60, which represents the difference between $8.50 and the exercise price of the option per share. |
6. The option originally provided for vesting as to 1/4th of the shares on June 22, 2010 and as to 1/48th of the shares on each one month anniversary thereafter. |
7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $297,860.43, which represents the difference between $8.50 and the exercise price of the option per share. |
8. The option originally provided for vesting as to 1/4th of the shares on May 28, 2011 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $843,775.28, which represents the difference between $8.50 and the exercise price of the option per share. |
10. The option originally provided for vesting as to 1/4th of the shares on September 16, 2012 and as to 1/48th of the shares on each one month anniversary thereafter. 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 $1,887,000.00, which represents the difference between $8.50 and the exercise price of the option per share. |
12. The option originally provided for vesting as to 1/48th of the shares on April 7, 2012 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
13. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,388,100.00, which represents the difference between $8.50 and the exercise price of the option per share. |
14. The option originally provided for vesting as to 1/48th of the shares on January 6, 2013 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. |
15. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,215,900.00, which represents the difference between $8.50 and the exercise price of the option per share. |
16. The number of shares disposed of includes 1,463 shares acquired under the Issuer's 2008 Employee Stock Purchase Plan. |
/s/ Harren Jhoti | 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. |