SEC Form 4 · accession 0000899243-18-024561
BIODELIVERY SCIENCES INTERNATIONAL INC · BDSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francis E Odonnell Jr.
Director
Period of report
Sep 12, 2018
Accepted (ET)
Sep 14, 2018 · 6:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001103021
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 12, 2018 | M | 133,333 | $0.00 | A | 520,482 | D | |
| Common StockF3,F9 | Sep 12, 2018 | S | 66,667 | $2.83 | D | 453,815 | D | |
| Common StockF4 | Sep 13, 2018 | A | 6,806 | $0.00 | A | 460,621 | D | |
| Common StockF5 | Sep 13, 2018 | M | 46,000 | $0.00 | A | 506,621 | D | |
| Common StockF6 | Sep 13, 2018 | M | 62,500 | $0.00 | A | 569,121 | D | |
| Common StockF7 | Sep 13, 2018 | A | 53,438 | $0.00 | A | 622,559 | D | |
| Common StockF8,F9 | Sep 13, 2018 | S | 84,372 | $2.84 | D | 538,187 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | $0.00 | Sep 12, 2018 | M | 133,333 | D | Sep 12, 2018 | Sep 12, 2018 | Common Stock | 133,333 | 0 | D |
| Restricted Stock Units | $0.00 | Sep 13, 2018 | A | 6,806 | D | Sep 13, 2018 | Sep 13, 2018 | Common Stock | 6,806 | 0 | D |
| Restricted Stock Units | $0.00 | Sep 13, 2018 | M | 46,000 | D | Sep 13, 2018 | Mar 1, 2019 | Common Stock | 46,000 | 46,000 | D |
| Restricted Stock Units | $0.00 | Sep 13, 2018 | M | 62,500 | D | Sep 13, 2018 | Feb 6, 2020 | Common Stock | 62,500 | 125,000 | D |
| Restricted Stock Units | $0.00 | Sep 13, 2018 | A | 53,438 | D | Sep 13, 2018 | Sep 13, 2018 | Common Stock | 53,438 | 0 | D |
Explanation of responses
- F1The shares of common stock were acquired by the Reporting Person as a result of the vesting of 133,333 of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 23, 2015 under the Issuer's 2011 Equity Incentive Plan, as amended (the "Plan"). Pursuant to a deferral, these RSUs vested on September 12, 2018.
- F2The shares of common stock were sold under a pre-planned 10b5-1 trading plan and were sold to cover the Reporting Person's tax liability upon the vesting of RSUs.
- F3On September 12, 2018, the Reporting Person sold an aggregate of 66,667 shares of the Issuer's Common Stock at a weighted average price of $2.83 per share. The highest sale price for the Common Stock was $2.85 per share and the lowest sale price was $2.80 per share.
- F4The shares of common stock were acquired by the Reporting Person in connection with the vesting of RSUs granted to the Reporting Person under the Issuer's Long-Term Incentive Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018.
- F5The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 29, 2016 under the Plan. Pursuant to a deferral, the remainder of the RSUs under this grant will vest on March 1, 2019.
- F6The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the RSUs granted to the Reporting Person on February 6, 2017 under the Plan. Pursuant to a deferral, these RSUs vested on September 13, 2018. The remainder of the RSUs under this grant will vest in equal portions after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020.
- F7The shares of common stock were acquired by the Reporting Person as a result of the vesting of one-third of the performance-based RSUs ("Performance RSUs") granted to the Reporting Person on February 6, 2017 under the Plan subject to certain performance measures. The remainder of the Performance RSUs under this grant will vest, in equal amounts, but subject to certain performance measures, after the first open window upon the filing of the Company's Annual Report in March 2019 and March 2020.
- F8On September 13, 2018, the Reporting Person sold an aggregate of 84,372 shares of the Issuer's Common Stock at a weighted average price of $2.84 per share. The highest sale price for the Common Stock was $2.90 per share and the lowest sale price was $2.90 per share.
- F9The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.