0001179110-13-016073.txt : 20131104 0001179110-13-016073.hdr.sgml : 20131104 20131104181219 ACCESSION NUMBER: 0001179110-13-016073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131031 FILED AS OF DATE: 20131104 DATE AS OF CHANGE: 20131104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERENIUM CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3550 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 431-8500 MAIL ADDRESS: STREET 1: 3550 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSA CORP DATE OF NAME CHANGE: 19991201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUCH JOSHUA CENTRAL INDEX KEY: 0000943431 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29173 FILM NUMBER: 131190368 MAIL ADDRESS: STREET 1: 4 DUNE ROAD CITY: EAST QUOGUE STATE: NY ZIP: 11942 4 1 edgar.xml FORM 4 - X0306 4 2013-10-31 1 0001049210 VERENIUM CORP VRNM 0000943431 RUCH JOSHUA 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2013-10-31 4 D 0 482190 4.00 D 0 I See Footnote Common Stock 2013-10-31 4 D 0 20 4.00 D 0 D Non-Qualified Stock Option (right to buy) 2.1400 2013-10-31 4 D 0 6000 D 2021-05-26 Common Stock 6000 0 D NNon-Qualified Stock Option (right to buy) 2.29 2013-10-31 4 D 0 6000 D 2023-06-17 Common Stock 6000 0 D Non-Qualified Stock Option (right to buy) 3.00 2013-10-31 4 D 0 1655 D 2020-06-16 Common Stock 1655 0 D Non-Qualified Stock Option (right to buy) 3.05 2013-10-31 4 D 0 428 D 2020-06-15 Common Stock 428 0 D Non-Qualified Stock Option (right to buy) 3.42 2013-10-31 4 D 0 6000 D 2022-06-21 Common Stock 6000 0 D Non-Qualified Stock Option (right to buy) 3.85 2013-10-31 4 D 0 6249 D 2019-11-12 Common Stock 6249 0 D Warrant (right to buy) 22.44 2013-10-31 4 D 0 5753 D 2016-12-06 Common Stock 5753 0 I See Footnote Warrant (right to buy) 823.92 2013-10-31 4 D 0 35 D 2015-08-05 Common Stock 35 0 I See Footnote Pursuant the terms of that certain Agreement and Plan of Merger, dated as of September 19, 2013, by and among Verenium Corporation ("Verenium"), BASF Corporation and Pastinaca Acquisition Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Verenium common stock was validly tendered for $4.00 per share in cash, subject to any required withholding of taxes. 188,223 shares tendered by Pinnacle Management Trust II ("Pinnacle Trust II"), 58,999 shares tendered by Rho Ventures IV Holdings LLC (received in a distribution (the "RMT I Distribution") from Rho Management Trust I on 12/20/11, without consideration) ("RV IV Holdings"), 27,077 shares tendered by Rho Ventures IV, L.P. ("RV IV LP"), 63,751 shares tendered by Rho Ventures IV (QP), L.P. ("RV IV QP"), 66,434 shares tendered by Rho Ventures IV GmbH & Co. Beteiligungs KG ("RV IV KG"), 641 shares tendered by Rho Investment Partners Holdings LLC (received in a distribution from Pinnacle Trust II on 12/20/11, without consideration) ("RIP LLC"), 73,019 shares tendered by Pinnacle Investment Partners "H" L.P. ("Pinnacle H"), 3,993 shares tendered by Pinnacle Management Partners, L.P. ("Pinnacle MP"), 41 shares tendered by Mr. Ruch's 401(k) Plan and 12 shares tendered by family of Mr. Ruch. Mr. Ruch is (a) a managing member of Atlas Capital Holding L.L.C., which is the general partner of Pinnacle MP, which is the investment advisor to Pinnacle Trust II and the general partner of Pinnacle H, (b) a managing member of Rho Management Ventures IV, L.L.C., which is the general partner of RV IV LP and RV IV QP and the managing member of RV IV Holdings, (c) a managing director of Rho Capital Partners Verwaltungs GmbH, which is the general partner of RV IV KG, and (d) a managing member of Rho Capital Partners LLC, which is the managing member of RIP LLC. Mr. Ruch disclaims beneficial ownership of all of the shares held by the entities set forth in Footnote 2 except to the extent of his pecuniary interest therein. Pursuant the terms of the Merger Agreement, each stock option held by the Reporting Person that was outstanding and unexercised as of the Purchase Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $4.00 per share (minus the exercise price of the option) in cash, subject to any required withholding of taxes. Under the terms of the Merger Agreement, all warrants having an exercise price in excess of $4.00 per share were terminated for no consideration. 1,767 were owned by RV IV KG, 721 were owned by RV IV LP, 1,696 were owned by RV IV QP and 1,569 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein. 11 were owned by RV IV KG, 4 were owned by RV IV LP, 10 were owned by RV IV QP and 10 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein. s/ Joshua Ruch 2013-11-04