SEC Form 4 · accession 0001354488-15-005391
Midatech Pharma US Inc. · DARA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher G Clement
Officer — Chief Executive Officer · Director
Period of report
Dec 4, 2015
Accepted (ET)
Dec 7, 2015 · 7:48 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000919745
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 4, 2015 | D | 54,558 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $5.00 | Dec 4, 2015 | D | 10,000 | D | May 1, 2012 | May 1, 2022 | Common Stock | 10,000 | 0 | D |
| Stock OptionF2 | $5.00 | Dec 4, 2015 | D | 10,000 | D | Dec 4, 2015 | May 15, 2022 | Common Stock | 10,000 | 0 | D |
| Stock OptionF2 | $5.00 | Dec 4, 2015 | D | 16,666 | D | Dec 4, 2015 | Jan 18, 2023 | Common Stock | 16,666 | 0 | D |
| Stock OptionF2 | $5.05 | Dec 4, 2015 | D | 75,000 | D | Dec 4, 2015 | Feb 28, 2023 | Common Stock | 75,000 | 0 | D |
| Stock OptionF2 | $2.90 | Dec 4, 2015 | D | 93,750 | D | Dec 4, 2015 | Mar 4, 2024 | Common Stock | 93,750 | 0 | D |
| Stock OptionF2 | $0.79 | Dec 4, 2015 | D | 264,000 | D | Dec 4, 2015 | Feb 9, 2025 | Common Stock | 264,000 | 0 | D |
| Stock OptionF2 | $0.69 | Dec 4, 2015 | D | 80,000 | D | May 19, 2019 | May 19, 2025 | Common Stock | 80,000 | 0 | D |
| Preferred StockF3,F4 | $0.00 | Dec 4, 2015 | D | 5 | D | Jun 4, 2014 | — | Common Stock | 4,505 | 0 | D |
| WarrantsF5 | $1.67 | Dec 4, 2015 | D | 2,252 | D | Jun 4, 2014 | Jun 4, 2019 | Common Stock | 2,252 | 0 | D |
Explanation of responses
- F1Common stock disposed of pursuant to the Agreement and Plan of Merger among DARA BioSciences, Inc. (DARA) and Midatech Pharma PLC (Midatech) and certain other parties thereto, whereby each share of common stock of DARA was converted into (i) 0.136 American Depository Receipts (Midatech ADRs), with each Midatech ADR representing two Midatech ordinary shares, plus (ii) one contingent value right representing the right to receive contingent payments if specified milestones are achieved within agreed time periods, plus (iii) cash in lieu of fractional Midatech ADRs. The closing price of the Midatech ordinary shares on December 4, 2015, the effective date of the merger was ?2.65.
- F2These options were assumed by Midatech in connection with the Merger and replaced with options to purchase 0.136 Midatech ADRs for each DARA option held, at an exercise price equal to the exercise price of the applicable DARA option divided by 0.136.
- F3These preferred shares were purchased by Midatech pursuant to the merger agreement for $1,000 per share for total consideration of $5,000.
- F4These preferred shares have no expiration date.
- F5These warrants were assumed by Midatech in connection with the Merger and replaced with warrants to purchase 0.136 Midatech ADRs for each warrant held at an exercise price equivalent to the exercise price of a DARA option divided by 0.136.