SEC Form 4 · accession 0001209191-18-046773
JUNIPER PHARMACEUTICALS INC · JNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey E Young
Officer — Chief Financial Officer
Period of report
Aug 14, 2018
Accepted (ET)
Aug 15, 2018 · 4:16 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 StockF2 | Aug 14, 2018 | D | 30,413 | $11.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $7.90 | Aug 14, 2018 | D | 40,000 | D | — | Feb 9, 2025 | Common Stock | 40,000 | 0 | D |
| Nonqualified Stock Option (right to buy)F3 | $5.60 | Aug 14, 2018 | D | 170,000 | D | — | Jan 3, 2024 | Common Stock | 170,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Catalent Pharma Solutions, Inc., Catalent Boston, Inc. and Juniper Pharmaceuticals Inc. (the "Issuer") dated as of July 2, 2018. At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each share of outstanding Issuer common stock (other than appraisal shares and certain other shares), and each outstanding and unexercised Issuer stock option (whether vested or unvested) and each outstanding unvested restricted stock unit, immediately prior to the Effective Time were cancelled in exchange for $11.50 per share, net in cash, without interest, less any applicable taxes and applicable exercise price for the stock option (the "Offer Price").
- F2Includes 27,150 restricted stock units that did not vest prior to the Effective Time of the merger. Pursuant to the Merger Agreement, at the Effective Time, each of the outstanding and unvested 27,150 restricted stock units was cancelled in exchange for the Offer Price.
- F3Pursuant to the Merger Agreement, at the Effective Time, each of the outstanding and unexercised Issuer stock options (whether vested or unvested) was cancelled in exchange for cash equal to the product of (i) the excess of the Offer Price over the exercise price of the option and (ii) shares issuable upon exercise of the outstanding stock options.