SEC Form 4 · accession 0000899243-16-028315
Sagent Pharmaceuticals, Inc. · SGNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathon M Singer
Officer — EVP and CFO
Period of report
Aug 29, 2016
Accepted (ET)
Aug 31, 2016 · 6:25 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 | D | 3,665 | $21.75 | D | 35,063 | D | |
| Common StockF2 | Aug 29, 2016 | U | 7,857 | $21.75 | D | 27,206 | D | |
| Common StockF3 | Aug 29, 2016 | D | 27,206 | $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 BuyF4 | $14.61 | Aug 29, 2016 | D | 34,783 | D | — | Feb 22, 2026 | Common Stock | 34,783 | 0 | D |
| Stock Option to BuyF5 | $20.16 | Aug 29, 2016 | D | 10,638 | D | — | Feb 18, 2024 | Common Stock | 10,638 | 0 | D |
| Stock Option to BuyF6 | $16.45 | Aug 29, 2016 | D | 12,067 | D | — | Feb 21, 2023 | Common Stock | 12,067 | 0 | D |
| Stock Option to BuyF7 | $20.10 | Aug 29, 2016 | D | 55,000 | D | — | Sep 19, 2021 | Common Stock | 55,000 | 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 canceled and converted into the right to receive $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration").
- F2Pursuant to 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 the Consideration.
- F3Pursuant to the Merger Agreement, these restricted shares were canceled and converted into the right to receive 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 September 19, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1.65 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.