SEC Form 4 · accession 0001209191-15-019816
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
Feb 20, 2015
Accepted (ET)
Feb 27, 2015 · 6:02 pm EST
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 Stock | Feb 20, 2015 | M | 70,000 | $0.00 | A | 175,301 | D | |
| Common StockF3 | Feb 20, 2015 | S | 35,000 | $14.37 | D | 140,301 | D | |
| Common Stock | Feb 22, 2015 | M | 48,419 | $0.00 | A | 188,720 | D | |
| Common StockF5 | Feb 23, 2015 | S | 20,000 | $14.56 | D | 168,720 | 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 | Feb 20, 2015 | M | 70,000 | D | Feb 20, 2015 | Feb 20, 2016 | Common Stock | 70,000 | 70,000 | D |
| Restricted Stock Units | $0.00 | Feb 22, 2015 | M | 48,419 | D | Feb 22, 2015 | Feb 22, 2017 | Common Stock | 48,419 | 96,837 | D |
| Restricted Stock UnitsF6 | $0.00 | Feb 23, 2015 | A | 400,000 | A | — | Feb 23, 2018 | Common Stock | 400,000 | 400,000 | D |
Explanation of responses
- F1The shares of common stock were acquired by the Reporting Person as a result of the vesting of 70,000 Restricted Stock Units ("RSUs") granted to the Reporting Person on February 20, 2013 under the Issuer's 2011 Equity Incentive Plan, as amended. The remaining RSUs under this grant will vest on February 20, 2016.
- 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 February 20, 2015, the Reporting Person sold an aggregate of 35,000 shares of the Issuer's Common Stock at a weighted average price of $14.37. The highest sale price for the Common Stock was $14.54 per share and the lowest sale price was $14.15 per share. The 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 this footnote.
- F4The 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 22, 2014 under the Issuer's 2011 Equity Incentive Plan, as amended. One-third of the RSUs under this grant will vest on each of, (i) February 22, 2016 and (ii) February 22, 2017.
- F5On February 23, 2015, the Reporting Person sold an aggregate of 20,000 shares of the Issuer's Common Stock at a weighted average price of $14.56. The highest sale price for the Common Stock was $14.79 per share and the lowest sale price was $14.29 per share. The 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 this footnote.
- F6The RSUs were issued to the Reporting Person on February 23, 2015, pursuant to a grant under the Issuer's 2011Equity Incentive Plan, as amended. One-third of the RSUs will vest on each of, (i) February 23, 2016, (ii) February 23, 2017 and (iii) February 23, 2018. Upon vesting, each RSU entitles the Reporting Person to one share of the Issuer's common stock.