| 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) 05/22/2008 | ||||||||||||||||||||||||||
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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 | ||||||
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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) | $12.19 | 05/22/2008 | J(1)(2) | 7,500 | (1) | 05/21/2018 | Common Stock | 7,500 | $0 | 7,500 | I | See footnotes(1)(2) | |||
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. Represents a director option to purchase 7,500 shares of common stock issued to Steven A. Elms . The option is exercisable as it vests: 1/12th of the total number of option shares becomes exercisable cumulatively each month following the grant date over the following 12 months, so that the entire number of option shares will become fully vested and exercisable on the one year anniversary from the grant date on the condition that vesting continue while the director remains a member of the board of directors of the issuer. |
| 2. The option is held for the benefit of an entity of which Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company, may be deeded to be affiliated. Mr. George Soros serves as Chairman of SFM LLC, Mr. Robert Soros serves as Deputy Chairman of SFM LLC, and Mr. Jonathan Soros serves as President and Deputy Chairman of SFM LLC. |
| Remarks: |
| Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC, Mr. George Soros, Mr. Robert Soros and Mr. Jonathan Soros may be deemed to be the beneficial owners of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that SFM LLC, Mr. George Soros, Mr. Robert Soros or Mr. Jonathan Soros are, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities reported herein in excess of such amount. (3) Jodye M. Anzalotta is signing in her capacity as Ass't General Counsel of Soros Fund Management LLC. (4) Jodye M. Anzalotta is signing in her capacity as Attorney-in-Fact for Mr. George Soros. (5) Jodye M. Anzalotta is signing in her capacity as Attorney-in-Fact for Mr. Robert Soros. (6) Jodye M. Anzalotta is signing in her capacity as Attorney-in-Fact for Mr. Jonathan Soros. |
| /s/ Jodye M. Anzalotta, Assistant General Counsel of Soros Fund Management LLC (3) | 05/27/2008 | |
| /s/ Jodye M. Anzalotta, Attorney-in-Fact for George Soros (4) | 05/27/2008 | |
| /s/ Jodye M. Anzalotta, Attorney-in-Fact for Robert Soros (5) | 05/27/2008 | |
| /s/ Jodye M. Anzalotta, Attorney-in-Fact for Jonathan Soros (6) | 05/27/2008 | |
| ** 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. | ||