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
CRITICAL THERAPEUTICS INC [ CRTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2003 | ||||||||||||||||||||||||||
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 | 12/19/2003 | G | V | 24,000 | D | (1) | 284,888 | D | ||
Common Stock | 06/02/2004 | P | 1,000 | A | $7 | 285,888 | 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 | ||||||||
Options (Right to Buy) | $1.05 | 12/19/2003 | A | 85,426 | (2) | 12/19/2019 | Common Stock | 85,426 | (1) | 85,426 | D |
Explanation of Responses: |
1. Not applicable |
2. Of the 85,426 shares of common stock underlying this option, 21,357 shares vested on December 19, 2003. 5,340 of the shares vested on December 19, 2004. 12,813 of the shares vested on December 31, 2004. 16,018 of the shares vest in 36 equal monthly installments beginning on January 19, 2005. 1,424 of the underlying shares vest on December 31, 2007. Based on the satisfaction of certain performance objectives as determined by the issuer, 14,327 shares vest on December 31, 2005 and 14,237 vest on December 31, 2006, provided that any of such shares that remain unvested shall vest on December 31, 2007. |
Remarks: |
This Form 4 is being filed to report the purchase of 1,000 shares of common stock in the issuer's IPO on June 2, 2004, which the reporting person inadvertently failed to report. As this Form 4 would have been the first Form 4 required to be filed following the reporting person's becoming subject to Section 16(a) of the Securities Exchange Act, this Form 4 also reflects transactions occuring within six months prior to the transaction giving rise to the obligation to file this Form 4. |
/s/ Scott B. Townsend, Attorney-in-Fact | 10/21/2005 | |
** 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. |