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
EYETECH PHARMACEUTICALS INC [ EYET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2005 | ||||||||||||||||||||||||||
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 | 11/07/2005 | 11/07/2005 | M(1) | 43,750 | A | $1.44 | 2,319,646 | D(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 | ||||||||
Director Stock Option (right to buy) | $1.44 | 11/07/2005 | 11/07/2005 | M | 43,750 | 12/03/2002 | 12/03/2012 | Common Stock | 16,250 | $0 | 16,250 | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. In contemplation of the closing of OSI Pharmaceuticals, Inc.'s acquisition of Eyetech Pharmaceuticals, Inc., the reporting person exercised all vested in-the-money Eyetech stock options held by it. These stock options were exercised prior to the closing of OSI's acquisition of Eyetech because, under the merger agreement relating to the acquisition, the options would lose significant value if they were not exercised prior to the closing of the merger. |
2. The amount shown includes 35,000 shares of common stock that was granted to Srinivas Akkaraju and Damion Wicker, directors of the Issuer, pursuant to (1) a Restricted Stock Agreement between Damion E. Wicker and Eyetech Pharmaceuticals, Inc. and (2) a Restricted Stock Agreement between Srinivas Akkaraju and Eyetech Pharmaceuticals, Inc. The stock award shall vest on June 28, 2006. Mr. Wicker and Mr. Akkaraju are obligated to transfer these shares to the Reporting Person, at the request of the Reporting Person. |
3. These options were granted to Damion Wicker and Srinivas Akkaraju. Mr. Wicker and Mr. Akkaraju are Managing Directors of JPMP Capital Corp., the general partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"). Mr. Wicker and Mr. Akkaraju are obligated to transfer any shares issued under the stock option to JPM BHCA. |
J.P. Morgan Partners (BHCA), L.P. By: JPMP Master Fund Manager, L.P., Its general partner By: JPMP Capital Corp., Its general partner By: /s/ Damion E. Wicker, Managing Director | 11/16/2005 | |
** 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. |