SEC Form 4 · accession 0000899243-16-028303
Sagent Pharmaceuticals, Inc. · SGNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael V. Ward
Officer — Chief Legal Off. and Secretary
Period of report
Aug 29, 2016
Accepted (ET)
Aug 31, 2016 · 6:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001369786
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 29, 2016 | U | 1,000 | $21.75 | D | 4,962 | D | |
| Common StockF1 | Aug 29, 2016 | U | 600 | $21.75 | D | 0 | I | By trust |
| Common StockF2 | Aug 29, 2016 | D | 4,962 | $21.75 | 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 to BuyF3 | $14.61 | Aug 29, 2016 | D | 10,507 | D | — | Feb 22, 2026 | Common Stock | 10,507 | 0 | D |
| Stock Option to BuyF4 | $15.81 | Aug 29, 2016 | D | 20,000 | D | — | Sep 29, 2025 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger by and among Nichi-Iko Pharmaceutical Co. Ltd., Shepard Vision, Inc. and Sagent Pharmaceuticals, Inc. (the "Merger Agreement"), these shares were disposed of in a cash tender offer by Shepard Vision, Inc. to acquire common stock of Sagent Pharmaceuticals, Inc. in exchange for $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration").
- F2Pursuant to the Merger Agreement, these restricted shares were canceled and converted into the right to receive the Consideration.
- F3Represents the disposition of options, which provided for vesting in four equal installments beginning February 22, 2017. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $7.14 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
- F4Represents the disposition of options, which provided for vesting in four equal installments beginning June 29, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $5.94 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.