SEC Form 4 · accession 0000899243-16-028311
Sagent Pharmaceuticals, Inc. · SGNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Bullock
Officer — Executive V.P. Sales
Period of report
Aug 29, 2016
Accepted (ET)
Aug 31, 2016 · 6:24 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 | 2,583 | $21.75 | D | 8,073 | D | |
| Common StockF2 | Aug 29, 2016 | D | 8,073 | $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 | $15.02 | Aug 29, 2016 | D | 10,608 | D | — | Jun 27, 2026 | Common Stock | 10,608 | 0 | D |
| Stock Option to BuyF4 | $14.61 | Aug 29, 2016 | D | 6,522 | D | — | Feb 22, 2026 | Common Stock | 6,522 | 0 | D |
| Stock Option to BuyF5 | $20.16 | Aug 29, 2016 | D | 3,546 | D | — | Feb 18, 2024 | Common Stock | 3,546 | 0 | D |
| Stock Option to BuyF6 | $16.45 | Aug 29, 2016 | D | 9,969 | D | — | Feb 21, 2023 | Common Stock | 9,969 | 0 | D |
| Stock Option to BuyF7 | $11.60 | Aug 29, 2016 | D | 5,103 | D | — | Dec 2, 2020 | Common Stock | 5,103 | 0 | D |
| Stock Option to BuyF8 | $4.31 | Aug 29, 2016 | D | 5,103 | D | — | Dec 11, 2019 | Common Stock | 5,103 | 0 | D |
| Stock Option to BuyF9 | $4.23 | Aug 29, 2016 | D | 6,870 | D | — | Aug 15, 2018 | Common Stock | 6,870 | 0 | D |
| Stock Option to BuyF10 | $2.51 | Aug 29, 2016 | D | 607 | D | — | Aug 10, 2017 | Common Stock | 607 | 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").
- F10Represents the disposition of options, which provided for vesting in four equal installments beginning August 10, 2008. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $19.24 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and 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 June 27, 2017. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.73 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 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.
- F5Represents the disposition of options, which provided for vesting in four equal installments beginning February 18, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1.59 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
- F6Represents the disposition of options, which provided for vesting in four equal installments beginning February 21, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $5.30 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
- F7Represents 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.
- F8Represents the disposition of options, which provided for vesting in four equal installments beginning December 11, 2010. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.44 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
- F9Represents fully vested performance options. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.52 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.