SEC Form 3 · accession 0000899243-18-022441
JUNIPER PHARMACEUTICALS INC · JNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Catalent, Inc.
10% Owner
Period of report
Aug 14, 2018
Accepted (ET)
Aug 15, 2018 · 12:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000821995
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 9,285,239 | I | See footnote. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of Juniper Pharmaceuticals, Inc. ("Juniper") purchased by Catalent Pharma Solutions, Inc. ("CPS"), a wholly owned subsidiary of PTS Intermediate Holdings LLC (which in turn is a wholly owned subsidiary of Catalent, Inc. ("Catalent")), immediately following the expiration of the tender offer (the "Offer") at 12:00 midnight, New York City time, at the end of August 13, 2018, which Offer was effected in accordance with the Agreement and Plan of Merger, dated July 2, 2018 (the "Merger Agreement"), by and among CPS, Catalent, Catalent Boston, Inc., a wholly owned subsidiary of CPS ("Merger Sub"), and Juniper. On August 14, 2018, in accordance with the terms and conditions of the Merger Agreement, Merger Sub was merged (the "Merger") with and into Juniper, with Juniper continuing as the surviving corporation, and CPS became the sole owner of all of the 1,000 issued and outstanding shares of common stock of the surviving corporation remaining following the Merger.
- F2CPS is a wholly owned subsidiary of Catalent.