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
Sagent Pharmaceuticals, Inc. [ SGNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2016 | ||||||||||||||||||||||||||
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 | 08/29/2016 | U | 7,097(1) | D | $21.75 | 0 | 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 | ||||||||
Restricted Stock Units | (2) | 08/29/2016 | D | 8,556 | (3) | (3) | Common Stock | 8,556 | $21.75(4) | 0 | D | ||||
Restricted Stock Units | (2) | 08/29/2016 | D | 691 | (5) | (5) | Common Stock | 691 | $21.75(4) | 0 | D | ||||
Restricted Stock Units | (2) | 08/29/2016 | D | 1,381 | (6) | (6) | Common Stock | 1,381 | $21.75(4) | 0 | D | ||||
Restricted Stock Units | (2) | 08/29/2016 | D | 1,860 | (7) | (7) | Common Stock | 1,860 | $21.75(4) | 0 | D | ||||
Restricted Stock Units | (2) | 08/29/2016 | D | 760 | (8) | (9) | Common Stock | 760 | $21.75(4) | 0 | D | ||||
Stock Option to Buy | $11.6 | 08/29/2016 | D | 6,379 | (9) | 12/02/2020 | Common Stock | 6,379 | $10.15 | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger by and among Nichi-Iko Pharmaceutical Co. Ltd., Shepard Vision, Inc. and Sagent Pharmaceuticals, Inc. (the "Merger Agreement"), these shares were disposed of in a cash tender offer by Shepard Vision, Inc. to acquire common stock of Sagent Pharmaceuticals, Inc. in exchange for $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration"). |
2. Each restricted stock unit represents a contingent right to receive one share of SGNT common stock. |
3. The restricted stock units provided for vesting on February 22, 2017. |
4. Each restricted stock unit was disposed pursuant to the Merger Agreement whereby each such restricted stock unit was cancelled and converted into the right to receive the Consideration. |
5. The restricted stock units provided for vesting in four equal annual installments beginning on April 9, 2016. |
6. The restricted stock units provided for vesting in four equal annual installments beginning on February 25, 2016. |
7. The restricted stock units provided for vesting in four equal annual installments beginning on February 18, 2015. |
8. The restricted stock units provided for vesting in four equal annual installments beginning on February 21, 2014. |
9. Represents the disposition of options, which provided for vesting in four equal installments beginning December 2, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $10.15 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration. |
Remarks: |
/s/ Mary Taylor Behrens | 08/31/2016 | |
** 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. |