SEC Form 4 · accession 0001209191-18-049380
SteadyMed Ltd. · STDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Jay Stark
Director · 10% Owner
Period of report
Aug 30, 2018
Accepted (ET)
Sep 4, 2018 · 7:44 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 | 2,937,938 | $4.46 | D | 0 | D | |
| Ordinary SharesF1,F2 | Aug 30, 2018 | S | 1,166,428 | $4.46 | D | 0 | I | See Footnote |
| Ordinary SharesF1,F3 | Aug 30, 2018 | S | 15,780 | $4.46 | D | 0 | I | See Footnote |
| Ordinary SharesF1,F4 | Aug 30, 2018 | S | 253,309 | $4.46 | D | 0 | I | See Footnote |
| Ordinary SharesF1 | Aug 30, 2018 | S | 323,500 | $4.46 | D | 0 | I | By Debra Altshul Stark |
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)F5 | $5.60 | Aug 30, 2018 | J | 33,350 | D | — | Aug 6, 2025 | Ordinary Shares | 33,350 | 0 | D |
| Stock Option (Rt to Buy)F6 | $3.85 | Aug 30, 2018 | J | 3,875 | D | — | Oct 5, 2026 | Ordinary Shares | 3,875 | 0 | D |
| Stock Option (Rt to Buy)F6 | $3.65 | Aug 30, 2018 | J | 21,029 | D | — | Dec 28, 2027 | Ordinary Shares | 21,029 | 0 | D |
| Warrants to Purchase Ordinary SharesF7 | $3.5995 | Aug 30, 2018 | J | 939,428 | D | — | Aug 3, 2021 | Ordinary Shares | 939,428 | 0 | D |
| Warrants to Purchase Ordinary SharesF8 | $6.785 | Aug 30, 2018 | J | 209,650 | D | — | Apr 24, 2022 | Ordinary Shares | 209,650 | 0 | D |
| Warrants to Purchase Ordinary SharesF7,F2 | $3.5995 | Aug 30, 2018 | J | 371,375 | D | — | Aug 3, 2021 | Ordinary Shares | 371,375 | 0 | I |
| Warrants to Purchase Ordinary SharesF8,F2 | $6.785 | Aug 30, 2018 | J | 41,875 | D | — | Apr 24, 2022 | Ordinary Shares | 41,875 | 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 Brown Bear Holdings LP. Stark Raving Mad LLC is the GP of the Partnership and the Reporting Person is the sole manager of the GP.
- F3By the Stark Family Trust. The Reporting Person is the trustee of the Stark Family Trust.
- F4By Brian Stark and Debra Altshul Stark.
- 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 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.
- F6Disposed 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.
- F7Disposed 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.
- F8Disposed 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 2017 was converted into the right to receive $2.33.