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
CALIPER LIFE SCIENCES INC [ CALP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2011 | ||||||||||||||||||||||||||
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(1) | 10/31/2011 | 10/31/2011 | M | 69,529 | A | $5.46 | 826,725 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 18,482 | A | $5.85 | 757,196 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 9,460 | A | $6.25 | 738,714 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 16,363 | A | $6.4 | 729,254 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 21,005 | A | $5.69 | 712,891 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 7,060 | A | $4.09 | 691,886 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 8 | A | $1.3 | 684,826 | D | ||
Common Stock(1) | 10/31/2011 | 10/31/2011 | M | 37,500 | A | $3.42 | 684,818 | D | ||
Common Stock(2) | 08/09/2011 | 08/09/2011 | M | 2,472 | A | $6.79 | 647,318 | 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 | ||||||||
Option (Right to Buy) | $5.46 | 10/31/2011 | 10/31/2011 | M | 69,529 | 07/14/2004(3) | 07/13/2013 | Common Stock | 69,529 | $0.00 | 630,471 | D | |||
Option (Right to Buy) | $5.85 | 10/31/2011 | 10/31/2011 | M | 18,482 | 07/30/2005(4) | 07/29/2014 | Common Stock | 18,482 | $0.00 | 61,518 | D | |||
Option (Right to Buy) | $6.25 | 10/31/2011 | 10/31/2011 | M | 9,460 | 08/17/2006(5) | 08/16/2015 | Common Stock | 9,460 | $0.00 | 30,540 | D | |||
Option (Right to Buy) | $6.4 | 10/31/2011 | 10/31/2011 | M | 16,363 | 03/29/2007(6) | 03/28/2016 | Common Stock | 16,363 | $0.00 | 112,637 | D | |||
Option (Right to Buy) | $5.69 | 10/31/2011 | 10/31/2011 | M | 21,005 | 04/04/2008(7) | 04/03/2017 | Common Stock | 21,005 | $0.00 | 78,995 | D | |||
Option (Right to Buy) | $4.09 | 10/31/2011 | 10/31/2011 | M | 7,060 | 03/06/2009(8) | 03/05/2018 | Common Stock | 7,060 | $0.00 | 192,940 | D | |||
Option (Right to Buy) | $1.3 | 10/31/2011 | 10/31/2011 | M | 8 | 03/03/2010(9) | 03/02/2019 | Common Stock | 8 | $0.00 | 199,992 | D | |||
Option (Right to Buy) | $3.42 | 10/31/2011 | 10/31/2011 | M | 37,500 | 02/23/2011(10) | 02/23/2020 | Common Stock | 37,500 | $0.00 | 62,500 | D | |||
Common Stock Purchase Warrants | $6.79 | 08/09/2011 | 08/09/2011 | M | 2,472 | 08/09/2006 | 08/09/2011 | Common Stock | 2,472 | $0.00 | 0 | D |
Explanation of Responses: |
1. Represents shares of Caliper Common Stock received upon exercise, on October 31, 2011, of vested incentive stock options held by Mr. Hrusovsky as shown in Table II. |
2. On August 9, 2011, Mr. Hrusovsky exercised Caliper warrants which he had received on August 9, 2006, in exchange for Xenogen Common Stock that was issued to him as director compensation as a former non-employee director of Xenogen Corporation prior to Xenogen's merger with Caliper. |
3. 25% of the shares subject to the original grant of 700,000 options vest one year from date of grant (July 14, 2004) and 1/48th of the shares subject to the option vest monthly thereafter. |
4. The original grant of 80,000 options became exercisable with respect to 25% of the option shares on July 30, 2005 and the balance of the option shares vest in a series of 12 successive equal quarterly installments over the 36-month period thereafter. |
5. The original grant of 40,000 options became exercisable with respect to 25% of the option shares on August 17, 2006 and the balance of the option shares vest in a series of 12 successive equal quarterly installments over the 36-month period thereafter. |
6. The original grant of 129,0000 options became exercisable with respect to 25% of the option shares on March 29, 2007 and the balance of the option shares vest in a series of 12 successive equal quarterly installments over the 36-month period thereafter. |
7. The original grant of 100,000 options became exercisable with respect to 25% of the option shares on April 4, 2008 and the balance of the option shares vest in a series of 12 successive equal quarterly installments over the 36-month period thereafter. |
8. The original grant of 200,000 options became exercisable with respect to 25% of the option shares on March 06, 2009 and the balance of the option shares in a series of 12 successive equal quarterly installments over the three-year period thereafter. |
9. The original grant of 200,000 options became exercisable with respect to 25% of the option shares on March 03, 2010 and the balance of the option shares in a series of 12 successive equal quarterly installments over the three-year period thereafter. |
10. The original grant of 100,000 options became exercisable with respect to 25% of the option shares on February 23, 2011 and the balance of the option shares vest in a series of 12 successive equal quarterly installments over the three-year period thereafter. |
Remarks: |
/s/ Peter F. McAree Attorney-In-Fact | 11/02/2011 | |
** 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. |