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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Arnold Charlotte C. C/O BIOSANTE PHARMACEUTICALS, INC. 210 MAIN STREET W. BAUDETTE, MN 56623 |
VP & Chief Financial Officer |
Roland S. Chase, as attorney-in-fact | 06/21/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On June 19, 2013, the issuer's wholly-owned subsidiary merged with ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (ANI). Holders of ANI's series D preferred stock received shares of the issuer's common stock as merger consideration. Immediately prior to the merger, a rabbi trust established for the benefit of the reporting person had received shares of ANI series D preferred stock as a transaction bonus owed to the reporting person. The shares of ANI series D preferred stock were exchanged for shares of common stock of the issuer at closing of the merger. Beginning on August 14, 2013, shares are expected to be released ratably on a weekly basis to a broker/dealer, who will sell a portion of the shares under a 10b5-1 trading plan to be entered into by the reporting person to cover tax withholding obligations, and release the remainder to the reporting person. |
(2) | The initial release of the shares on August 14, 2013 may be delayed by up to 30 days at the discretion of the board of directors if it is deemed in the best interest of the issuer. The gross bonus amount for the reporting person corresponds to 595,246 shares of issuer common stock and the net bonus amount (after payment of tax withholding obligations) corresponds to 374,406 shares of issuer common stock. The closing bid price for the issuer's common stock on the NASDAQ Global Market on June 19, 2013 was $1.22 per share. |