SEC Form 4 · accession 0001209191-18-049381

SteadyMed Ltd. · STDY

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

Reporting owner

Bank Keith

Director · 10% Owner

Period of report

Aug 30, 2018

Accepted (ET)

Sep 4, 2018 · 7:45 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	D/I	Nature of ownership
Ordinary Shares^F1	Aug 30, 2018	S	29,830	$4.46	D	D
Ordinary Shares^F1,F2	Aug 30, 2018	S	266,257	$4.46	D	I	See Footnote
Ordinary Shares^F1,F3	Aug 30, 2018	S	2,088,258	$4.46	D	I	See Footnote
Ordinary Shares^F1	Aug 30, 2018	S	25,000	$4.46	D	I	By the Barbara Bank Irrevocable Trust
Ordinary Shares^F1,F4	Aug 30, 2018	S	181,025	$4.46	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Rt to Buy)^F5	$3.61	Aug 30, 2018	J	9,928	D	—	Jul 10, 2020	Ordinary Shares	9,928	D
Stock Option (Rt to Buy)^F5	$3.61	Aug 30, 2018	J	15,492	D	—	Jan 25, 2022	Ordinary Shares	15,492	D
Stock Options (Rt to Buy)^F5	$3.61	Aug 30, 2018	J	5,479	D	—	Jan 25, 2022	Ordinary Shares	5,479	D
Stock Options (Rt to Buy)^F6	$5.84	Aug 30, 2018	J	19,739	D	—	Jan 25, 2022	Ordinary Shares	19,379	D
Stock Options (Rt to Buy)^F6	$5.60	Aug 30, 2018	J	33,350	D	—	Aug 6, 2025	Ordinary Shares	33,350	D
Stock Options (Rt to Buy)^F5	$3.85	Aug 30, 2018	J	3,875	D	—	Oct 5, 2026	Ordinary Shares	3,875	D
Stock Options (Rt to Buy)^F5	$3.65	Aug 30, 2018	J	21,029	D	—	Dec 28, 2017	Ordinary Shares	21,029	D
Warrants to Purchase Ordinary Shares^F7,F3	$3.5995	Aug 30, 2018	J	266,257	D	—	Aug 3, 2021	Ordinary Shares	266,257	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. The Reporting Person is a Managing Member of SteadyMed Investors III LLC.
F3By SteadyMed Investors III LLC. The Reporting Person is a Managing Member of SteadyMed Investors III LLC.
F4By SteadyMed Investors II, LLC. The Reporting Person is a Managing Member of SteadyMed Investors II, 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 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.
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 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.
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.