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
CELLEGY PHARMACEUTICALS INC [ CLGY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/10/2003 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Stock Option (right to buy) | $2.09 | 11/06/2003 | D(1) | 14,920 | (2) | 02/05/2005 | Common Stock | 14,920 | $0 | 0 | D | ||||
Stock Option (right to buy) | $2.09 | 11/06/2003 | A(1) | 14,920 | 11/06/2003 | 02/05/2005 | Common Stock | 14,920 | $0 | 14,920 | D | ||||
Stock Option (right to buy) | $8.5 | 11/06/2003 | D(1) | 1,000 | (3) | 06/10/2006 | Common Stock | 1,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $8.5 | 11/06/2003 | A(1) | 1,000 | 11/06/2003 | 06/10/2006 | Common Stock | 1,000 | $0 | 1,000 | D | ||||
Stock Option (right to buy) | $3.25 | 11/06/2003 | D(1) | 1,000 | (4) | 06/04/2007 | Common Stock | 1,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $3.25 | 11/06/2003 | A(1) | 1,000 | 11/06/2003 | 06/04/2007 | Common Stock | 1,000 | $0 | 1,000 | D | ||||
Stock Option (right to buy) | $8.813 | 11/06/2003 | D(1) | 17,000 | (5) | 12/04/2007 | Common Stock | 17,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $8.813 | 11/06/2003 | A(1) | 17,000 | 11/06/2003 | 12/04/2007 | Common Stock | 17,000 | $0 | 17,000 | D | ||||
Stock Option (right to buy) | $5.5 | 11/06/2003 | D(1) | 8,000 | (6) | 05/27/2008 | Common Stock | 8,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $5.5 | 11/06/2003 | A(1) | 8,000 | 11/06/2003 | 05/27/2008 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
Stock Option (right to buy) | $5 | 11/06/2003 | D(1) | 8,000 | (7) | 05/19/2009 | Common Stock | 8,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $5 | 11/06/2003 | A(1) | 8,000 | 11/06/2003 | 05/19/2009 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
Stock Option (right to buy) | $4.81 | 11/06/2003 | D(1) | 8,000 | (8) | 05/30/2010 | Common Stock | 8,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $4.81 | 11/06/2003 | A(1) | 8,000 | 11/06/2003 | 05/30/2010 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
Stock Option (right to buy) | $6.5 | 11/06/2003 | D(1) | 8,000 | (9) | 05/30/2011 | Common Stock | 8,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $6.5 | 11/06/2003 | A(1) | 8,000 | 11/06/2003 | 05/30/2011 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
Stock Option (right to buy) | $2.56 | 11/06/2003 | D(1) | 8,000 | (10) | 06/04/2012 | Common Stock | 8,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $2.56 | 11/06/2003 | A(1) | 8,000 | 11/06/2003 | 06/04/2012 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
Stock Option (right to buy) | $1.8 | 11/06/2003 | D(1) | 13,194 | (11) | 07/22/2012 | Common Stock | 13,194 | $0 | 0 | D | ||||
Stock Option (right to buy) | $1.8 | 11/06/2003 | A(1) | 13,194 | 11/06/2003 | 07/22/2012 | Common Stock | 13,194 | $0 | 13,194 | D | ||||
Stock OPtion (right to buy) | $5 | 11/06/2003 | D(1) | 12,000 | (12) | 06/03/2013 | Common Stock | 12,000 | $0 | 0 | D | ||||
Stock OPtion (right to buy) | $5 | 11/06/2003 | A(1) | 12,000 | 11/06/2003 | 06/03/2013 | Common Stock | 12,000 | $0 | 12,000 | D |
Explanation of Responses: |
1. Amendment of outstanding option that may be deemed for Section 16 purposes to be a cancellation of option and grant of replacement option. The amendment (A) accelerates the vesting of the option in full and (B) changes the exercise period of the option after termination of the director to the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the termination. |
2. The option was originally granted on February 6, 1995 and provided for immediate vesting of 25% the shares on completion of the Company's IPO and vesting in four equal annual installments of the remaining shares commencing on February 6, 1996. |
3. The option was originally granted on June 11, 1996 and provided for vesting in four equal annual installments commencing on June 11, 1997. |
4. The option was originally granted on June 5, 1997 and provided for vesting in four equal annual installments commencing on June 5, 1998. |
5. The option was originally granted on December 5, 1997 and provided for vesting in three equal annual installments commencing on December 5, 1998. |
6. The option was originally granted on May 28, 1998 and provided for vesting in three equal annual installments commencing on May 28, 1999. |
7. The option was originally granted on May 20, 1999 and provided for vesting in three equal annual installments commencing on May 20, 2000. |
8. The option was originally granted on May 31, 2000 and provided for vesting in three equal annual installments commencing on May 31, 2001. |
9. The option was originally granted on May 31, 2001 and provided for vesting in three equal annual installments commencing on May 31, 2002. |
10. The option was originally granted on June 5, 2002 and provided for vesting in three equal annual installments commencing on June 5, 2003. |
11. The option was originally granted on July 23, 2002 and provided for immediate vesting of 1/4th of the shares and equal vesting of 1/12th of the remaining shares each month thereafter beginning on August 1, 2002. In December 2002, 3295 of the option shares were cancelled with monthly vesting ending on March 1, 2003. |
12. The option was originally granted on June 4, 2003 and provided for vesting in three equal annual installments commencing on June 4, 2004. |
/s/ Larry Wells | 11/10/2003 | |
** 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. |