0001144204-14-039641.txt : 20140627
0001144204-14-039641.hdr.sgml : 20140627
20140625202343
ACCESSION NUMBER: 0001144204-14-039641
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: Oliveto Joseph
CENTRAL INDEX KEY: 0001437782
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51462
FILM NUMBER: 14941164
MAIL ADDRESS:
STREET 1: C/O CHELSEA THERAPEUTICS, INC.
STREET 2: 3530 TORINGDON WAY, SUITE 200
CITY: CHARLOTTE
STATE: NC
ZIP: 28277
4
1
v382334_4.xml
FORM 4
X0306
4
2014-06-23
1
0001333763
Chelsea Therapeutics International, Ltd.
CHTP
0001437782
Oliveto Joseph
3530 TORINGDON WAY
SUITE 200
CHARLOTTE
NC
28277
1
1
0
0
President and CEO
Common Stock
2014-06-23
4
U
0
3500
D
0
D
Common Stock
2014-06-23
4
M
0
40000
4.65
A
40000
D
Common Stock
2014-06-23
4
M
0
50000
4.54
A
90000
D
Common Stock
2014-06-23
4
M
0
50000
2.96
A
140000
D
Common Stock
2014-06-23
4
M
0
50000
1.78
A
190000
D
Common Stock
2014-06-23
4
M
0
150000
1.24
A
340000
D
Common Stock
2014-06-23
4
M
0
150000
0.96
A
490000
D
Common Stock
2014-06-23
4
D
0
490000
D
0
D
Stock Option (Right to Buy)
4.65
2014-06-23
4
M
0
40000
0
D
2024-01-22
Common stock
40000
0
D
Stock Option (Right to Buy)
4.54
2014-06-23
4
M
0
50000
0
D
2022-01-25
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)
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
150000
0
D
2022-07-09
Common stock
150000
0
D
Stock Option (Right to Buy)
0.96
2014-06-23
4
M
0
150000
0
D
2023-01-07
Common stock
150000
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)
5.63
2014-06-23
4
D
0
75000
0.81
D
2018-06-13
Common stock
75000
0
D
Stock Option (Right to Buy)
4.65
2014-06-23
4
D
0
110000
1.79
D
2024-01-22
Common stock
110000
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 3,500 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for (i) $6.44 per share in cash (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 490,000 shares in the Merger (as defined in the Merger Agreement) for the Merger Consideration.
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 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.
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 22, 2010.
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 June 13, 2009.
Option vests in four equal annual installments beginning on January 22, 2015. 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/ Joseph Oliveto
2014-06-25