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
BIOMIMETIC THERAPEUTICS, INC. [ BMTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2013 | ||||||||||||||||||||||||||
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 | 03/01/2013 | D | 1,250 | D | (1) | 0 | D | |||
Common Stock | 03/01/2013 | D | 941,177 | D | (1) | 0 | I | By: InterWest Management Partners X, LLC(2) | ||
Common Stock | 03/01/2013 | D | 857,692 | D | (1) | 0 | I | By: InterWest Management Partners VIII, LLC(3) | ||
Common Stock | 03/01/2013 | D | 6,846 | D | (1) | 0 | I | By: InterWest Management Partners VIII, LLC(3) | ||
Common Stock | 03/01/2013 | D | 24,538 | D | (1) | 0 | I | By: InterWest Management Partners VIII, LLC(3) |
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 | ||||||||
Stock Option (right to buy) | $17.09 | 03/01/2013 | D | 5,831 | (4) | 06/21/2017 | Common Stock | 5,831 | $0(4) | 0 | D | ||||
Stock Option (right to buy) | $11.64 | 03/01/2013 | D | 8,840 | (5) | 06/19/2018 | Common Stock | 8,840 | $0(5) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of November 19, 2012, by and among the Company, Wright Medical Group, Inc. ("Wright"), Achilles Merger Subsidiary, Inc. and Achilles Acquisition Subsidiary, LLC in exchange for the following merger consideration per share of the Company's common stock: (a) $1.50 in cash, without interest; (b) 0.2482 of a share of Wright's common stock; and (c) one contingent value right ("CVR") issued by Wright. |
2. The Reporting Person is a Member of InterWest Management Partners X, LLC, the General Partner of InterWest Partners X, LP ("IW10"). IW10 owns 941,177 shares of BMTI Common Stock. The Reporting Person disclaims beneficial ownership of the shares held by IW10 except to the extent of his pecuniary interest therein. |
3. The Reporting Person is a Member of InterWest Management Partners VIII, LLC, the General Partner of InterWest Partners VIII, LP ("IW8"), InterWest Investors VIII, LP ("II8"), and InterWest Investors Q VIII, LP ("IIQ8"). IW8 owns 857,692 shares of BMTI Common Stock, II8 owns 6,846 shares of BMTI Common Stock, and IIQ8 owns 24,538 shares of BMTI Common Stock (together "The IW Fund Holdings"). The Reporting Person disclaims beneficial ownership of The IW Fund Holdings except to the extent of his pecuniary interest therein. |
4. Option canceled. Pursuant to the Merger Agreement, the reporting person entered into an agreement with the issuer to terminate stock options with an exercise price greater than $13.00. |
5. Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 4,613 shares of Wright common stock at an exercise price of $22.31 per share. |
/s/ Christopher B. Ehrlich | 03/05/2013 | |
** 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. |