SEC Form 4 · accession 0000899243-16-028308
Sagent Pharmaceuticals, Inc. · SGNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Flanagan
Director
Period of report
Aug 29, 2016
Accepted (ET)
Aug 31, 2016 · 6:23 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 Stock | Aug 16, 2016 | G | 4,150 | $0.00 | D | 8,050 | D | |
| Common StockF1 | Aug 29, 2016 | U | 8,050 | $21.75 | D | 0 | D | |
| Common StockF1,F2 | Aug 29, 2016 | U | 2,000 | $21.75 | D | 0 | I | See Footnote |
| Common StockF1,F3 | Aug 29, 2016 | U | 433,770 | $21.75 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F4,F5 | — | Aug 29, 2016 | D | 8,556 | D | — | — | Common Stock | 8,556 | 0 | D |
| Restricted Stock UnitsF6,F4,F7 | — | Aug 29, 2016 | D | 691 | D | — | — | Common Stock | 691 | 0 | D |
| Restricted Stock UnitsF6,F4,F8 | — | Aug 29, 2016 | D | 1,381 | D | — | — | Common Stock | 1,381 | 0 | D |
| Restricted Stock UnitsF6,F4,F9 | — | Aug 29, 2016 | D | 1,860 | D | — | — | Common Stock | 1,860 | 0 | D |
| Restricted Stock UnitsF6,F4,F10 | — | Aug 29, 2016 | D | 760 | D | — | — | Common Stock | 760 | 0 | D |
| Stock Option to BuyF11 | $11.60 | Aug 29, 2016 | D | 5,103 | D | — | Dec 2, 2020 | Common Stock | 6,379 | 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").
- F10The restricted stock units provided for vesting in four equal annual installments beginning on February 21, 2014.
- F11Represents the disposition of options, which provided for vesting in four equal installments beginning December 2, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $10.15 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
- F2The shares reported are held by Flanagan Family Limited Partnership. Mr. Flanagan is a managing member of E.O. Flanagan LLC, the general partner of Flanagan Family Limited Partnership.
- F3The shares reported are held of record by CNF Investments II, LLC. Voting and investment decisions with respect to all shares held by CNF Investments II, LLC are exercised by its managing member, Mr. Flanagan. Accordingly, Mr. Flanagan may be deemed the beneficial owner of such shares.
- F4Each restricted stock unit represents a contingent right to receive one share of SGNT common stock.
- F5The restricted stock units provided for vesting on February 22, 2017.
- F6Each restricted stock unit was disposed pursuant to the Merger Agreement whereby each such restricted stock unit was cancelled and converted into the right to receive the Consideration.
- F7The restricted stock units provided for vesting in four equal annual installments beginning on April 9, 2016.
- F8The restricted stock units provided for vesting in four equal annual installments beginning on February 25, 2016.
- F9The restricted stock units provided for vesting in four equal annual installments beginning on February 18, 2015.