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
MAP Pharmaceuticals, Inc. [ MAPP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2010 | ||||||||||||||||||||||||||
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 | 03/08/2010 | S | 3,155 | D | $14.61(1) | 2,843,875(2)(4) | I(3) | See Footnote(3) | ||
Common Stock | 03/08/2010 | S | 81,416 | D | $14.61(1) | 2,843,875(2)(5) | I(3) | See Footnote(3) | ||
Common Stock | 03/09/2010 | S | 634 | D | $15.4(6) | 2,826,875(2)(7) | I(3) | See Footnote(3) | ||
Common Stock | 03/09/2010 | S | 16,366 | D | $15.4(6) | 2,826,875(2)(8) | I(3) | See Footnote(3) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $14.20 to $14.80. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
2. All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"), Perseus-Soros Partners, LLC ("Perseus-Soros Partners"), the general partner of Perseus-Soros, SFM Participation, L.P ("SFM Participation"), a managing member of Perseus-Soros Partners, as well as Biotech Management Partners, LLC ("Biotech Management Partners") and Quantum Industrial Partners, LDC ("QIP"). |
3. Perseus-Soros Partners is the general partner of Perseus-Soros. SFM Participation is a managing member of Biotech Management Partners and Perseus-Soros Partners. SFM AH, LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation. The sole managing member of SFM AH is SFM LLC. SFM LLC also serves as the principal investment manager to QIP. Mr. George Soros ("Mr. Soros") serves as Chairman of SFM LLC, Mr. Robert Soros ("Robert Soros") serves as Deputy Chairman of SFM LLC and Mr. Jonathan Soros ("Jonathan Soros") serves as President and Deputy Chairman of SFM LLC. |
4. Represents 3,155 shares of the Issuer's Common Stock sold by SFM Participation. After the sale, SFM Participation owns directly 634 shares of the Issuer's Common Stock. |
5. Represents 81,416 shares of the Issuer's Common Stock sold by QIP. After the sale QIP, owns directly 17,072 shares of the Issuer's Common Stock. |
6. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $14.70 to $15.56 The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
7. Represents 634 shares of the Issuer's Common Stock sold by SFM Participation. After the sale, SFM Participation owns directly no shares of the Issuer's Common Stock. |
8. Represents 16,366 shares of the Issuer's Common Stock sold by QIP. After the sale, QIP owns directly 706 shares of the Issuer's Common Stock. |
Remarks: |
(9) Mr. Schoenfarber is signing in his capacity as Ass't General Counsel of Soros Fund Management LLC. (10) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Mr. George Soros. (11) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Mr. Robert Soros. (12) Mr. Schoenfarber is signing in his capacity as Attorney-in-Fact for Mr. Jonathan Soros. |
/s/ Jay Schoenfarber (9) | 03/10/2010 | |
/s/ Jay Schoenfarber (10) | 03/10/2010 | |
/s/ Jay Schoenfarber (11) | 03/10/2010 | |
/s/ Jay Schoenfarber (12) | 03/10/2010 | |
** 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. |