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
Molecular Insight Pharmaceuticals, Inc. [ MIPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2007 | ||||||||||||||||||||||||||
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, par value $0.01 per share(1) | 02/01/2007 | C | 868,022 | A | (2) | 868,022(1) | I(1) | By limited partnership(1) | ||
Common Stock, par value $0.01 per share(1) | 02/01/2007 | C | 1,266,126 | A | (3) | 2,134,148(1) | I(1) | By limited partnership(1) | ||
Common Stock, par value $0.01 per share(1) | 02/01/2007 | C | 1,317,638 | A | (4) | 3,451,786(1) | I(1) | By limited partnership(1) | ||
Common Stock, par value $0.01 per share(1) | 02/01/2007 | C | 151,520 | A | (5) | 3,603,306(1) | I(1) | By limited partnership(1) | ||
Common Stock, par value $0.01 per share(1) | 02/02/2007 | P | 100,000 | A | $13.8767 | 3,703,306(1) | I(1) | By limited partnership(1) |
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 | ||||||||
Series B Convertible Preferred Stock(2) | (2) | 02/01/2007 | C | 22,728(2) | 03/04/2004 | (2) | Common Stock, par value $0.01 per share | 868,022(2) | (2) | 0 | I(2) | By limited partnership(2) | |||
Series C Convertible Preferred Stock(3) | (3) | 02/01/2007 | C | 34,653(3) | 03/29/2005 | (3) | Common Stock, par value $0.01 per share | 1,266,126(3) | (3) | 0 | I(3) | By limited partnership(3) | |||
Convertible Promissory Note(4) | (4) | 02/01/2007 | C | 10,000,000(4) | 09/28/2006 | 09/28/2009(4) | Common Stock, par value $0.01 per share | 1,317,638(4) | (4) | 0 | I(4) | By limited partnership(4) | |||
Common Stock Purchase Warrant (right to buy)(5) | (5) | 02/01/2007 | C | 151,520(5) | 03/04/2004 | 03/04/2009(5) | Common Stock, par value $0.01 per share | 151,520(5) | $3.96(5) | 0 | I(5) | By limited partnership(5) |
Explanation of Responses: |
1. This Form 4 is being filed in connection with an initial public offering ("IPO") by Molecular Insight Pharmaceuticals, Inc. (the "Company"). Cerberus Partners, L.P. ("Cerberus Partners") is the owner of (i) 3,703,306 shares of the common stock of the Company, par value $0.01 per share (the "Shares") and (ii) a Common Stock Purchase Warrant (the "2006 Warrant") to acquire 256,411 Shares. Stephen Feinberg, through one or more intermediate entities, possesses sole power to vote and direct the disposition of all securities of the Company owned by Cerberus Partners. Mr. Feinberg's interest in such securities is limited to the extent of his pecuniary interest in Cerberus Partners, if any. |
2. Prior to consummation of the IPO, Cerberus Partners owned 22,728 shares of Series B Convertible Preferred Stock of the Company, par value $0.01 per share (the "Series B Preferred Stock"). The Series B Preferred Stock has no expiration date. In connection with the IPO, the Series B Preferred Stock automatically converted into 868,022 Shares, which number of Shares includes accrued and unpaid dividends on the Series B Preferred Stock. |
3. Prior to consummation of the IPO, Cerberus Partners owned 34,653 shares of Series C Convertible Preferred Stock of the Company, par value $0.01 per share (the "Series C Preferred Stock"). The Series B Preferred Stock has no expiration date. In connection with the IPO, the Series C Preferred Stock automatically converted into 1,266,126 Shares, which number of Shares includes accrued and unpaid dividends on the Series C Preferred Stock. |
4. Prior to consummation of the IPO, Cerberus Partners was the holder of a Convertible Promissory Note in the principal amount of $10 million (the "Note"). In connection with the IPO, the Note automatically converted into 1,317,638 Shares, which number of Shares includes accrued and unpaid interest on the Note. |
5. Prior to consummation of the IPO, Cerberus Partners owned a Common Stock Purchase Warrant (the "2004 Warrant") to acquire 151,520 Shares. In connection with the IPO, the 2004 Warrant was exercised for 151,520 Shares. |
/s/ Stephen Feinberg | 02/05/2007 | |
** 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. |