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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 | ||||||||
Stock Option (Right to Buy) | $ 1.5 | 01/12/2012 | D | 125,000 | (3) | 01/17/2015 | Common Stock | 125,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.94 | 01/12/2012 | D | 68,500 | (4) | 05/24/2016 | Common Stock | 68,500 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 2.01 | 01/12/2012 | D | 51,000 | (5) | 11/07/2016 | Common Stock | 51,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.84 | 01/12/2012 | D | 62,000 | (6) | 10/10/2017 | Common Stock | 62,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 9.3 | 01/12/2012 | D | 20,000 | (7) | 10/29/2018 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 10.83 | 01/12/2012 | D | 50,000 | (8) | 10/14/2019 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 16.17 | 01/12/2012 | D | 59,000 | (9) | 10/14/2020 | Common Stock | 59,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 83.52 | 01/12/2012 | D | 75,000 | (10) | 10/11/2021 | Common Stock | 75,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEUTZINGER KURT 303-A COLLEGE ROAD EAST PRINCETON, NJ 08540 |
Chief Financial Officer |
/s/ Bryce A. Roberts, Attorney in Fact for Kurt Leutzinger | 01/17/2012 | |
**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) | Represents shares owned by the Kurt Leutzinger 2011 Irrevocable Trust for the benefit of Jessica Falencki, of which Yvonne Leutzinger, Mr. Leutzinger's spouse, is the sole trustee. Mr. Leutzinger disclaims beneficial ownership of such shares except to the extent of his direct pecuniary interest therein, and this filing shall not be deemed an admission that Mr. Leutzinger is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such shares. |
(2) | Represents shares owned by the Kurt Leutzinger 2011 Irrevocable Trust for the benefit of Michelle Leutzinger, of which Yvonne Leutzinger, Mr. Leutzinger's spouse, is the sole trustee. Mr. Leutzinger disclaims beneficial ownership of such shares except to the extent of his direct pecuniary interest therein, and this filing shall not be deemed an admission that Mr. Leutzinger is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such shares. |
(3) | These options, which reflect the two-for-one stock split of the Issuer's common stock effective August 31, 2011 (the "Split") and which vested as to 25% on the first anniversary of the date of grant (January 17, 2005) and as to an additional 6.25% quarterly thereafter for the following three years, were cancelled pursuant to the Agreement and Plan of Merger between the Issuer and Gilead Sciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $135.50 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(4) | These options, which reflect the Split and which vested as to 25% on January 17, 2007 and as to an additional 6.25% quarterly thereafter for the following three years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $135.06 per share, representing the difference between the exercise price of the options and $137.00 per share. These options were granted on May 24, 2006. |
(5) | These options, which reflect the Split and which vested as to 25% on the first anniversary of the date of grant (November 7, 2006) and as to an additional 6.25% quarterly thereafter for the following three years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $134.99 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(6) | These options, which reflect the Split and which vested as to 25% on the first anniversary of the date of grant (October 10, 2007) and as to an additional 6.25% quarterly thereafter for the following three years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $130.16 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(7) | These options, which reflect the Split and which provided for vesting as to 25% on the first anniversary of the date of grant (October 29, 2008) and as to an additional 6.25% quarterly thereafter for the following three years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $127.70 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(8) | These options, which reflect the Split and which provided for vesting as to 25% on the first anniversary of the date of grant (October 14, 2009) and as to an additional 6.25% quarterly thereafter for the following three years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $126.17 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(9) | These options, which reflect the Split and which provided for vesting as to 25% on the first anniversary of the date of grant (October 14, 2010) and as to an additional 6.25% quarterly thereafter for the following three years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $120.83 per share, representing the difference between the exercise price of the options and $137.00 per share. |
(10) | These options, which provided for vesting as to 25% on the first anniversary of the date of grant (October 11, 2011) and as to an additional 6.25% quarterly thereafter for the following three years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $53.48 per share, representing the difference between the exercise price of the options and $137.00 per share. |