0001209191-18-049375.txt : 20180904
0001209191-18-049375.hdr.sgml : 20180904
20180904194032
ACCESSION NUMBER: 0001209191-18-049375
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180830
FILED AS OF DATE: 20180904
DATE AS OF CHANGE: 20180904
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RIGBY JONATHAN
CENTRAL INDEX KEY: 0001356227
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36889
FILM NUMBER: 181053588
MAIL ADDRESS:
STREET 1: ARADIGM CORPORATION
STREET 2: 3929 POINT EDEN WAY
CITY: HAYWARD
STATE: CA
ZIP: 94545
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SteadyMed Ltd.
CENTRAL INDEX KEY: 0001619087
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5 OPPENHEIMER STREET
CITY: REHOVOT
STATE: L3
ZIP: 76701
BUSINESS PHONE: (925) 272-4991
MAIL ADDRESS:
STREET 1: 5 OPPENHEIMER STREET
CITY: REHOVOT
STATE: L3
ZIP: 76701
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-08-30
0
0001619087
SteadyMed Ltd.
STDY
0001356227
RIGBY JONATHAN
C/O STEADYMED THERAPEUTICS, INC.
2603 CAMINO RAMON, SUITE 350
SAN RAMON
CA
94583
1
1
0
0
President and CEO
Ordinary Shares
2018-08-30
4
S
0
41605
4.46
D
0
D
Ordinary Shares
2018-08-30
4
S
0
4960
4.46
D
0
I
By Spouse
Stock Option (Rt to Buy)
3.61
2018-08-30
4
J
0
18515
0.00
D
2020-05-01
Ordinary Shares
18515
0
D
Stock Option (Rt to Buy)
3.61
2018-08-30
4
J
0
145212
0.00
D
2021-07-07
Ordinary Shares
145212
0
D
Stock Option (Rt to Buy)
5.84
2018-08-30
4
J
0
131451
0.00
D
2022-01-25
Ordinary Shares
131451
0
D
Stock Option (Rt to Buy)
2.74
2018-08-30
4
J
0
63764
0.00
D
2026-06-17
Ordinary Shares
63764
0
D
Stock Option (Rt to Buy)
3.65
2018-08-30
4
J
0
163394
0.00
D
2027-12-28
Ordinary Shares
163394
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding ordinary share of the Issuer was converted into the right to receive (1) $4.46 in cash plus (2) one contractual contingent value right (a "CVR"), which represents the right to receive $2.63 in cash upon the achievement of a specified milestone (the "Milestone").
Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding in-the-money option, whether vested or unvested, was converted into the right to receive (1) a cash payment equal to (x) the excess, if any, of $4.46 over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time and (2) a number of CVRs equal to the total number of shares subject to such option immediately prior to the Effective Time.
Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding out-of-the-money option, whether vested or unvested, was converted into the right to receive a cash payment, if and when the Milestone is achieved, equal to (x) the excess, if any, of the sum of (1) $4.46 and (2) the contingent consideration actually payable per CVR over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time
/s/ David W. Nassif, Attorney-In-Fact
2018-09-04