SEC Form 4 · accession 0001140361-16-083646
Raptor Pharmaceutical Corp · RPTP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Llew Keltner
Director
Period of report
Oct 24, 2016
Accepted (ET)
Oct 26, 2016 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070698
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 24, 2016 | U | 6,695 | $9.00 | D | 8,330 | D | |
| Common Stock | Oct 25, 2016 | D | 8,330 | $9.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $3.54 | Oct 25, 2016 | D | 74,164 | D | — | Nov 22, 2020 | Common Stock | 74,164 | 0 | D |
| Stock Option (right to buy)F3 | $5.13 | Oct 25, 2016 | D | 120,000 | D | — | Sep 22, 2021 | Common Stock | 120,000 | 0 | D |
| Stock Option (right to buy)F3 | $5.49 | Oct 25, 2016 | D | 50,000 | D | — | Sep 25, 2022 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1Shares tendered in connection with an offer to purchase all of the issued and outstanding shares of common stock of Raptor Pharmaceutical Corp. ("Raptor"), par value $0.001 per share, for an amount of $9.00 per share in cash, without interest and less any applicable withholding taxes, commenced pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among Raptor, Horizon Pharma plc, a public limited company organized under the laws of Ireland ("Parent") and Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent.
- F2Pursuant to the Merger Agreement, on October 25, 2016, each outstanding restricted stock unit was accelerated in full and cancelled in exchange for the right to receive $9.00 per share in cash, without interest and less any required withholding taxes.
- F3Pursuant to the Merger Agreement, on October 25, 2016, each outstanding stock option was accelerated in full and cancelled in exchange for the right to receive $9.00 in cash, without interest and less the exercise price of such option and any required withholding taxes.