SEC Form 4 · accession 0001209191-18-046792
JUNIPER PHARMACEUTICALS INC · JNP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Messina
Director
Period of report
Aug 14, 2018
Accepted (ET)
Aug 15, 2018 · 4:22 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 | 13,657 | $11.50 | D | 0 | D | |
| Common StockF3 | Aug 14, 2018 | D | 250 | $11.50 | D | 0 | I | See Footnote |
| Common StockF4 | Aug 14, 2018 | D | 250 | $11.50 | D | 0 | I | See Footnote |
| Common StockF5 | Aug 14, 2018 | D | 250 | $11.50 | D | 0 | I | See Footnote |
| Common StockF6 | Aug 14, 2018 | D | 8,000 | $11.50 | D | 0 | I | See Footnote |
| Common StockF7 | Aug 14, 2018 | D | 9,700 | $11.50 | D | 0 | I | See Footnote |
| Common StockF8 | Aug 14, 2018 | D | 41,000 | $11.50 | D | 0 | I | See Footnote |
| Common StockF9 | Aug 14, 2018 | D | 14,500 | $11.50 | D | 0 | I | See Footnote |
| Common StockF10 | Aug 14, 2018 | D | 2,001 | $11.50 | D | 0 | I | See Footnote |
| Common StockF11 | Aug 14, 2018 | D | 28,000 | $11.50 | D | 0 | I | See Footnote |
| Common StockF12 | Aug 14, 2018 | D | 6,250 | $11.50 | D | 0 | I | See Footnote |
| Common StockF13 | Aug 14, 2018 | D | 875 | $11.50 | D | 0 | I | See Footnote |
| Common StockF14 | Aug 14, 2018 | D | 100,000 | $11.50 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
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").
- F10Shares held by Benchmark Pellinore Group.
- F11Shares held by SCA Retirement Plan DTD 1/1/91.
- F12Shares held by Pamela Brocious M/P PEN PL.
- F13Shares held by SCA Money Purchase Plan DTD 1/1/94 Attn Richard Messina.
- F14Shares held by The Benchmark Company LLC - Investment Purposes.
- F2Includes 5,625 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 5,625 restricted stock units was cancelled in exchange for the Offer Price.
- F3Shares held by Richard Messina CF Jacqueline Messina UTMA.
- F4Shares held by Richard Messina CF Carolyn Messina UTMA.
- F5Shares held by Richard Messina CF Madeline Messina UTMA.
- F6Shares held by Equity TR Co TTEE FBO Pamela Brocious SEP.
- F7Shares held by Steve A. Sanders and Partners.
- F8Shares held by Citistaffing LLC Profit Sharing.
- F9Shares held by Summit Capital Associates.