0001144204-14-039639.txt : 20140627 0001144204-14-039639.hdr.sgml : 20140627 20140625202047 ACCESSION NUMBER: 0001144204-14-039639 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140623 FILED AS OF DATE: 20140625 DATE AS OF CHANGE: 20140625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chelsea Therapeutics International, Ltd. CENTRAL INDEX KEY: 0001333763 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203174202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3530 TORINGDON WAY STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-341-1516 MAIL ADDRESS: STREET 1: 3530 TORINGDON WAY STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28277 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riehle J Nick CENTRAL INDEX KEY: 0001316746 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51462 FILM NUMBER: 14941162 MAIL ADDRESS: STREET 1: C/O CHELSEA THERAPEUTICS, INC. STREET 2: 13950 BALLANTYNE CORPORATE PL SUITE 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 4 1 v382342_4.xml OWNERSHIP DOCUMENT X0306 4 2014-06-23 1 0001333763 Chelsea Therapeutics International, Ltd. CHTP 0001316746 Riehle J Nick 3530 TORINGDON WAY SUITE 200 CHARLOTTE NC 28277 0 1 0 0 Chief Financial Officer Common Stock 2014-06-23 4 U 0 66183 D 0 D Common Stock 2014-06-23 4 M 0 50000 6.50 A 50000 D Common Stock 2014-06-23 4 M 0 50000 3.26 A 100000 D Common Stock 2014-06-23 4 M 0 50000 2.96 A 150000 D Common Stock 2014-06-23 4 M 0 68923 2.62 A 218923 D Common Stock 2014-06-23 4 M 0 50000 1.78 A 268923 D Common Stock 2014-06-23 4 M 0 50000 1.24 A 318923 D Common Stock 2014-06-23 4 M 0 50000 0.96 A 368923 D Common Stock 2014-06-23 4 D 0 368923 D 0 D Stock Option (Right to Buy) 6.50 2014-06-23 4 M 0 50000 0 D 2018-01-24 Common stock 50000 0 D Stock Option (Right to Buy) 3.26 2014-06-23 4 M 0 50000 0 D 2016-01-19 Common stock 50000 0 D Stock Option (Right to Buy) 2.96 2014-06-23 4 M 0 50000 0 D 2020-01-19 Common stock 50000 0 D Stock Option (Right to Buy) 2.62 2014-06-23 4 M 0 68923 0 D 2015-01-10 Common stock 68923 0 D Stock Option (Right to Buy) 1.78 2014-06-23 4 M 0 50000 0 D 2019-01-22 Common stock 50000 0 D Stock Option (Right to Buy) 1.24 2014-06-23 4 M 0 50000 0 D 2022-07-09 Common stock 50000 0 D Stock Option (Right to Buy) 0.96 2014-06-23 4 M 0 50000 0 D 2023-01-07 Common stock 50000 0 D Stock Option (Right to Buy) 7.72 2014-06-23 4 D 0 50000 0 D 2021-01-11 Common stock 50000 0 D Stock Option (Right to Buy) 5.68 2014-06-23 4 D 0 50000 0.76 D 2017-02-06 Common stock 50000 0 D Stock Option (Right to Buy) 4.65 2014-06-23 4 D 0 50000 1.79 D 2024-01-22 Common stock 50000 0 D Stock Option (Right to Buy) 4.54 2014-06-23 4 D 0 50000 1.90 D 2022-01-25 Common stock 50000 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of May 7, 2014, by and among Chelsea Therapeutics International, Ltd. (the "Company"), H. Lundbeck A/S, and Charlie Acquisition Corp. (the "Merger Agreement"), the reporting person disposed of 66,183 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for (i) $6.44 per share in cash, without interest (the "Cash Consideration"), and (ii) one contingent value right per share (a "CVR" and, together with the Cash Consideration, the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, the reporting person disposed of 368,923 shares of the Company's common stock in the Merger (as defined in the Merger Agreement) for the Merger Consideration. The option became exercisable in four equal annual installments beginning on January 24, 2009. The option became exercisable in four equal annual installments beginning on January 19, 2007. The option became exercisable in four equal annual installments beginning on January 19, 2011. The option became exercisable in four equal annual installments beginning on January 10, 2006. The option became exercisable in four equal annual installments beginning on January 22, 2010. Pursuant to the terms of the Merger Agreement, upon the closing of the Offer, each unvested, unexpired and unexercised stock option granted under the Company's 2004 Stock Plan, as amended, or otherwise (each such stock option, a "Company Option"), vested and became exercisable. Option vests in four equal annual installments beginning on July 9, 2013. The option became fully vested upon the closing of the Offer. Option vests in four equal annual installments beginning on January 7, 2014. The option became fully vested upon the closing of the Offer. Option vests in four equal annual installments beginning on January 11, 2012. The option became fully vested upon the closing of the Offer. The option became exercisable in four equal annual installments beginning on February 6, 2008. Option vests in four equal annual installments beginning on January 22, 2015. The option became fully vested upon the closing of the Offer. Option vests in four equal annual installments beginning on January 25, 2013. The option became fully vested upon the closing of the Offer. Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each Company Option was cancelled. At the Effective Time, the amount payable under the Merger Agreement with respect to each Company Option with an exercise price that was equal to or exceeded the Cash Consideration at the Effective Time (each such Company Option, an "Uncovered Option") was zero, and such Uncovered Option was cancelled and terminated without any payment being made in respect thereof (whether in the form of cash or a CVR). At the Effective Time, each Company Option with an exercise price less than the Cash Consideration (each such Company Option, a "Covered Option") was cancelled and converted into the right to receive, at the Effective Time or as soon as practicable thereafter, and subject to any applicable withholding taxes, (i) an amount in cash equal to (a) the excess of the Cash Consideration over the exercise price per share subject to such Covered Option multiplied by (b) the total number of shares subject to such Covered Option, and (ii) one CVR for each share subject to such Covered Option. /s/ Nick J Riehle 2014-06-25