SEC Form 4 · accession 0001209191-15-007719
AUXILIUM PHARMACEUTICALS INC · AUXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Patrick Tursi
Officer — Chief Medical Officer
Period of report
Jan 29, 2015
Accepted (ET)
Jan 30, 2015 · 9:39 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001182129
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jan 29, 2015 | J | 3,398 | $0.00 | D | 29,236 | D | |
| Common Stock | Jan 29, 2015 | J | 29,236 | $36.53 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Employee Stock Option (Right to Buy)F4 | $30.15 | Jan 29, 2015 | J | 25,000 | D | Mar 23, 2010 | Mar 23, 2019 | Common Stock | 25,000 | 0 | D |
| Nonqualified Employee Stock Option (Right to Buy)F4 | $30.20 | Jan 29, 2015 | J | 13,000 | D | Feb 28, 2011 | Feb 28, 2020 | Common Stock | 13,000 | 0 | D |
| Nonqualified Employee Stock Option (Right to Buy)F4 | $22.04 | Jan 29, 2015 | J | 2,438 | D | Feb 17, 2012 | Feb 17, 2021 | Common Stock | 2,438 | 0 | D |
| Nonqualified Employe Stock Option (Right to Buy)F4 | $14.10 | Jan 29, 2015 | J | 12,500 | D | Aug 8, 2012 | Aug 8, 2021 | Common Stock | 12,500 | 0 | D |
| Nonqualified Employee Stock Option (Right to Buy)F4 | $19.51 | Jan 29, 2015 | J | 28,500 | D | Feb 14, 2013 | Feb 13, 2022 | Common Stock | 28,500 | 0 | D |
| Nonqualified Employee Stock Option (Right to Buy)F4 | $18.30 | Jan 29, 2015 | J | 24,750 | D | Feb 7, 2014 | Feb 7, 2023 | Common Stock | 24,750 | 0 | D |
| Nonqualified Employee Stock Option (Right to Buy)F4 | $28.30 | Jan 29, 2015 | J | 35,000 | D | Feb 18, 2015 | Feb 17, 2024 | Common Stock | 35,000 | 0 | D |
Explanation of responses
- F1In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these shares were exchanged for consideration comprised of a mix of cash and shares of Endo International plc, as determined pursuant to the Merger Agreement.
- F2Includes 730 shares acquired under the Auxilium Pharmaceuticals, Inc. 2006 Employee Stock Purchase Plan.
- F3In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these restricted stock units were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.
- F4In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these options were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.