SEC Form 4 · accession 0001144204-18-036386
CADUS CORP · KDUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl C Icahn
10% Owner
Period of report
Jun 28, 2018
Accepted (ET)
Jun 28, 2018 · 5:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911148
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2 | Jun 28, 2018 | P | 8,463,402 | $1.61 | A | 26,288,080 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock ("Shares") acquired in connection with the merger of Cadus Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Starfire Holding Corporation ("Starfire"), with and into Cadus Corporation (the "Issuer"), with the Issuer continuing as the surviving entity after the merger (the "Merger"). The Merger was consummated on June 28, 2018, and, in connection therewith, all Shares were cancelled. Such Shares (other than (i) Shares owned by Starfire, Cadus Merger Sub LLC, or any of their respective subsidiaries or affiliates (other than the Issuer or any of its management), (ii) Shares owned by the Issuer or the Issuer's subsidiaries, and (iii) Shares for which appraisal rights have been properly and validly perfected and not validly withdrawn or lost) were automatically converted into the right to receive the merger consideration.
- F2As a result of the Merger, Starfire directly owns 26,288,080 Shares. Mr. Icahn holds 99.52% of the outstanding shares of Starfire and as a result has an indirect beneficial ownership of the Shares.