SEC Form 4 · accession 0001209191-18-049379
SteadyMed Ltd. · STDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SteadyMed Investors, LLC
10% Owner
Period of report
Aug 30, 2018
Accepted (ET)
Sep 4, 2018 · 7:43 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,F2 | Aug 30, 2018 | S | 266,257 | $4.46 | D | 0 | I | See Footnote. |
| Ordinary SharesF1,F3 | Aug 30, 2018 | S | 2,088,258 | $4.46 | D | 0 | I | See Footnote. |
| Ordinary SharesF1,F4 | Aug 30, 2018 | S | 181,025 | $4.46 | D | 0 | I | See Footnote. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Ordinary SharesF5,F2 | $3.5995 | Aug 30, 2018 | J | 266,257 | D | — | Aug 3, 2021 | Ordinary Shares | 266,527 | 0 | I |
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"). Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding ordinary share of the Issuer was converted into the right to receive (1) $4.46 in cash plus (2) one contractual contingent value right (a "CVR"), which represents the right to receive $2.63 in cash upon the achievement of a specified milestone (the "Milestone").
- F2By SteadyMed Investors III LLC, an affiliate of SteadyMed Investors, LLC.
- F3By SteadyMed Investors, LLC. KB Partners, LLC is the Managing Member and the Reporting Person is the Managing Member of KB Partners, LLC.
- F4By SteadyMed Investors II, LLC, an affiliate of SteadyMed Investors LLC.
- F5Disposed 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 warrant to purchase ordinary shares of the Issuer issued in 2016 was converted into the right to receive $2.71.