0001209191-18-049370.txt : 20180904 0001209191-18-049370.hdr.sgml : 20180904 20180904193728 ACCESSION NUMBER: 0001209191-18-049370 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: Cermak Elizabeth CENTRAL INDEX KEY: 0001471971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36889 FILM NUMBER: 181053577 MAIL ADDRESS: STREET 1: 1414 RALEIGH ROAD STREET 2: SUITE 400 CITY: CHAPEL HILL STATE: NC ZIP: 27517 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 0001471971 Cermak Elizabeth C/O STEADYMED THERAPEUTICS, INC. 2603 CAMINO RAMON, SUITE 350 SAN RAMON CA 94583 1 0 0 0 Stock Option (Rt to Buy) 5.60 2018-08-30 4 J 0 33350 0.00 D 2025-08-06 Ordinary Shares 33350 0 D Stock Option (Rt to Buy) 3.85 2018-08-30 4 J 0 3875 0.00 D 2026-10-05 Ordinary Shares 3875 0 D Stock Option (Rt to Buy) 3.65 2018-08-30 4 J 0 21029 0.00 D 2027-12-28 Ordinary Shares 21029 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"). 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. 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. /s/ David W. Nassif, Attorney-In-Fact 2018-09-04