SEC Form 4 · accession 0001209191-18-046788
JUNIPER PHARMACEUTICALS INC · JNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nikin Patel
Officer — Chief Operating Officer · Director
Period of report
Aug 14, 2018
Accepted (ET)
Aug 15, 2018 · 4:20 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 | Aug 14, 2018 | M | 40,000 | $7.90 | A | 264,784 | D | |
| Common Stock | Aug 14, 2018 | M | 10,000 | $4.05 | A | 274,784 | D | |
| Common Stock | Aug 14, 2018 | M | 53,000 | $5.15 | A | 327,784 | D | |
| Common Stock | Aug 14, 2018 | M | 50,000 | $7.82 | A | 377,784 | D | |
| Common Stock | Aug 14, 2018 | M | 32,000 | $5.56 | A | 409,784 | D | |
| Common Stock | Aug 14, 2018 | M | 32,000 | $7.05 | A | 441,784 | D | |
| Common StockF1 | Aug 14, 2018 | F | 123,823 | $11.50 | D | 317,961 | D | |
| Common StockF2 | Aug 14, 2018 | A | 10,500 | $11.50 | D | 328,461 | 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 | M | 40,000 | D | — | Feb 9, 2025 | Common Stock | 40,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $4.05 | Aug 14, 2018 | M | 10,000 | D | — | Apr 11, 2024 | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $5.15 | Aug 14, 2018 | M | 53,000 | D | — | Mar 3, 2024 | Common Stock | 53,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $7.82 | Aug 14, 2018 | M | 50,000 | D | — | Feb 19, 2023 | Common Stock | 50,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $5.56 | Aug 14, 2018 | M | 32,000 | D | — | Feb 11, 2022 | Common Stock | 32,000 | 0 | D |
| Employee Stock Option (right to buy)F3 | $7.05 | Aug 14, 2018 | M | 32,000 | D | — | Mar 10, 2021 | Common Stock | 32,000 | 0 | D |
Explanation of responses
- F1123,823 shares at $11.50 per share were withheld and surrendered to the Issuer as part of a net cashless exercise in connection with the merger.
- F2Disposed 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").
- F3This option vests automatically upon a change in control, which occurred when the tender offer contemplated by the Merger Agreement was completed on August 14, 2018. This option was exercised immediately prior to the Effective Time of the merger.