SEC Form 4 · accession 0001171843-18-001107
Sucampo Pharmaceuticals, Inc. · SCMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Maxwell Donley
Officer — EVP, Global HR, IT & Strategy
Period of report
Feb 13, 2018
Accepted (ET)
Feb 13, 2018 · 4:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001365216
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Class AF1 | Feb 13, 2018 | A | 36,975 | $18.00 | D | 36,975 | 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)F2 | $7.40 | Feb 13, 2018 | D | 150,000 | D | — | Jun 9, 2024 | Common Stock | 150,000 | 0 | D |
| Stock Option (right to buy)F2 | $6.75 | Feb 13, 2018 | D | 25,000 | D | — | Sep 11, 2024 | Common Stock | 25,000 | 0 | D |
| Stock Option (right to buy)F2 | $14.82 | Feb 13, 2018 | D | 28,000 | D | — | Mar 4, 2025 | Common Stock | 28,000 | 0 | D |
| Stock Option (right to buy)F2 | $13.80 | Feb 13, 2018 | D | 75,000 | D | — | Mar 2, 2026 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F2 | $11.85 | Feb 13, 2018 | D | 101,000 | D | — | Mar 2, 2027 | Common Stock | 101,000 | 0 | D |
Explanation of responses
- F1This common stock was purchased for $18.00 per share share in cash, subject to any required withholding of taxes and without interest, upon the effective time of the merger of Sun Acquisition Co.with and into Sucampo Pharmaceuticals, Inc. pursuant to that certain Agreement and Plan of Merger by and among Mallinckrodt plc, Sun Acquisition Co. and Sucampo Pharmaceuticals, Inc. dated December 23, 2017 (the "Merger Agreement").
- F2This option was cancelled and converted into the right to receive in cash the amount per share by which $18.00 exceeds the exercise price of the option, subject to any applicable tax witholdings (such amount, the "Option Spread"), upon the effective time of the merger of Sun Acquisition Co.with and into Sucampo Pharmaceuticals, Inc. pursuant to the Merger Agreement. The Option Spread for the unvested portion of the option, if any, will be paid in accordance with the schedule described in the Merger Agreement.