SEC Form 4 · accession 0001209191-18-049373
SteadyMed Ltd. · STDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. Nassif
Officer — EVP and CFO
Period of report
Aug 30, 2018
Accepted (ET)
Sep 4, 2018 · 7:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001619087
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Aug 30, 2018 | S | 22,157 | $4.46 | 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 (Rt to Buy)F2 | $3.61 | Aug 30, 2018 | J | 3,100 | D | — | Jul 19, 2019 | Ordinary Shares | 3,100 | 0 | D |
| Stock Option (Rt to Buy)F2 | $3.61 | Aug 30, 2018 | J | 159,642 | D | — | May 1, 2020 | Ordinary Shares | 159,642 | 0 | D |
| Stock Option (Rt to Buy)F3 | $5.84 | Aug 30, 2018 | J | 51,832 | D | — | Jan 25, 2022 | Ordinary Shares | 51,832 | 0 | D |
| Stock Option (Rt to Buy)F2 | $2.74 | Aug 30, 2018 | J | 40,000 | D | — | Jun 17, 2026 | Ordinary Shares | 20,000 | 0 | D |
| Stock Option (Rt to Buy)F2 | $3.65 | Aug 30, 2018 | J | 15,987 | D | — | Dec 28, 2027 | Ordinary Shares | 15,987 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding restricted share unit was converted into the right to receive (1) a cash payment equal to (x) $4.46, multiplied by (y) the total number of shares subject to such restricted share unit and (2) a number of CVRs equal to the total number of shares subject to such restricted share unit.
- F2Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding in-the-money option, whether vested or unvested, was converted into the right to receive (1) a cash payment equal to (x) the excess, if any, of $4.46 over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time and (2) a number of CVRs equal to the total number of shares subject to such option immediately prior to the Effective Time.
- F3Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding out-of-the-money option, whether vested or unvested, was converted into the right to receive a cash payment, if and when the Milestone is achieved, equal to (x) the excess, if any, of the sum of (1) $4.46 and (2) the contingent consideration actually payable per CVR over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time.