SEC Form 3 · accession 0001104659-18-030738

SteadyMed Ltd. · STDY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1United Therapeutics Corporation ("United Therapeutics") is deemed to have beneficial ownership over the 11,517,741 shares of the Issuer held by OrbiMed Private Investments VI, L.P., OrbiMed Israel Partners II L.P., Brian Stark and Keith Bank (collectively, the "SteadyMed Shareholders", and such held shares, "SteadyMed Held Shares"), as a result of entering into those certain Voting Agreements, dated as of April 29, 2018, with each of the SteadyMed Shareholders, pursuant to which, in part, the SteadyMed Shareholders agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all SteadyMed Held Shares in favor of the Transactions. The SteadyMed Shareholders also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2)
• F2On April 29, 2018, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among United Therapeutics, the Issuer and Daniel 24043 Acquisition Corp., a wholly owned subsidiary of United Therapeutics ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of United Therapeutics.
• F3United Therapeutics does not have any pecuniary interest in any of the SteadyMed Held Shares and expressly disclaims beneficial ownership over the SteadyMed Held Share.