SEC Form 4 · accession 0001354488-15-003965
PERNIX THERAPEUTICS HOLDINGS, INC. · PTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terence Novak
Officer — Chief Operating Officer
Period of report
Aug 14, 2015
Accepted (ET)
Aug 18, 2015 · 6:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024126
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F1 | $4.70 | Aug 14, 2015 | A | 0 | A | — | Aug 14, 2025 | Common Stock | — | 0 | D |
| Options (right to buy)F2 | $4.70 | Aug 14, 2015 | A | 120,000 | A | — | Aug 14, 2025 | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F170,000 shares is the target amount of shares underlying the granted option (the ?Performance Option?). The actual number of shares the Performance Options are exercisable for, if any, will be determined on August 14, 2018 or sooner if a change of control occurs (the ?Measuring Date?) based upon the average closing bid price of the Company?s Common Stock for the twenty trading days ending on the Measuring Date. If the average closing bid price of the Company?s Common Stock for the twenty trading days immediately ending on the Measuring Date is (i) less than $20 per share, no Performance Options vest, (ii) $20 per share or more and less than $25 per share, then 35,000 of the Performance Options vest, (iii) $25 per share or more and less than $30 per share, then 52,500 of the Performance Options vest, (iii) $30 per share or more and less than $35 per share, then 70,000 of the Performance Options vest, and (iv) $35 per share or more, then 105,000 of the Performance Options vest. 50% of the shares that vest as described above will be exercisable on the Measuring Date and the remaining fifty 50% of such vested options shall be exercisable one year after the Measuring Date.
- F2The stock options vest in annual 30,000 share installments with the first installment vesting on the first anniversary of the date of grant and the final installment vesting on the fourth anniversary thereof.