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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 | |
GOLDENBERG DAVID M C/O IMMUNOMEDICS, INC. 300 AMERICAN ROAD MORRIS PLAINS, NJ 07950 |
X | X | Chairman of the Board and CSO |
/s/ David M. Goldenberg | 04/06/2006 | |
**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) | The reporting person gifted these shares of common stock to his family members and certain trusts established for the benefit of his family members. The reporting person is not deemed to be the beneficial owner of these shares. |
(2) | In addition, in November 2005, the following shares were transferred without consideration from the following trusts to the reporting person: (i) 824,957 shares from the David M. Goldenberg 2004 Grantor Retained Annuity Trust; (ii) 824,624 shares from the David M. Goldenberg July 2002 Grantor Retained Annuity Trust; (iii) 315,070 shares from the David M. Goldenberg Grantor Retained Annuity Trust; (iv) 231,612 shares from the David M. Goldenberg Millennium Trust; and (v) 9,094 shares from The Goldenberg 2004 Dynasty Trust. The reporting person was deemed to be the beneficial owner of the shares held by these trusts, and therefore, the transfers were merely a change in the form of ownership from indirect ownership to direct ownership. |
(3) | This Form 4 amends the Form 4 dated July 7, 2005 in order to include the shares held by the David M. Goldenberg Millennium Trust and the shares held by The Goldenberg 2004 Dynasty Trust in the reporting person's indirect beneficial ownership. Such shares were previously included as being beneficially owned by the reporting person in the Issuer's most recent proxy statement, but such shares were not included as part of the reporting person's most recent Section 16 filings. Subsequent thereto, in November 2005, the reporting person transferred certain shares from these trusts to the reporting person without consideration. Such transfers were deemed to be a mere change in the form of beneficial ownership. |
(4) | Such shares are held by the reporting person's wife, by various trusts established for the benefit of the reporting person and/or family members of the reporting person, or by a majority-owned subsidiary of the Issuer, of which the reporting person is a director. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |