SEC Form 4 · accession 0000899243-16-028313
Sagent Pharmaceuticals, Inc. · SGNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Krizman
Director
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 | 7,097 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | — | Aug 29, 2016 | D | 8,556 | D | — | — | Common Stock | 8,556 | 0 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Aug 29, 2016 | D | 691 | D | — | — | Common Stock | 691 | 0 | D |
| Restricted Stock UnitsF4,F2,F6 | — | Aug 29, 2016 | D | 1,381 | D | — | — | Common Stock | 1,381 | 0 | D |
| Restricted Stock UnitsF4,F2,F7 | — | Aug 29, 2016 | D | 1,860 | D | — | — | Common Stock | 1,860 | 0 | D |
| Restricted Stock UnitsF4,F2,F8 | — | Aug 29, 2016 | D | 760 | D | — | — | Common Stock | 760 | 0 | D |
| Stock Option to BuyF9 | $11.60 | Aug 29, 2016 | D | 6,379 | 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").
- F2Each restricted stock unit represents a contingent right to receive one share of SGNT common stock.
- F3The restricted stock units provided for vesting on February 22, 2017.
- F4Each 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.
- F5The restricted stock units provided for vesting in four equal annual installments beginning on April 9, 2016.
- F6The restricted stock units provided for vesting in four equal annual installments beginning on February 25, 2016.
- F7The restricted stock units provided for vesting in four equal annual installments beginning on February 18, 2015.
- F8The restricted stock units provided for vesting in four equal annual installments beginning on February 21, 2014.
- F9Represents 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.