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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 | ||||||||
Non-Qualified Stock Options | $ 6 | 06/18/2003 | 11/04/2007 | Common Stock | 650,000 (1) | 650,000 | D | ||||||||
Non-Qualified Stock Options | $ 4.5 | 02/25/2004 | 11/04/2010 | Common Stock | 400,000 (1) | 400,000 | D | ||||||||
Non-Qualified Stock Options | $ 9.81 | 11/04/2005 | J(1) | $ 0 | 03/05/2005 | 11/04/2008 | Common Stock | 150,000 (1) | $ 0 | 150,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DELAPE FRANK M 700 GEMINI SUITE 100 HOUSTON, TX 77058 |
See General Remarks |
/s/ Frank M. DeLape | 11/08/2005 | |
**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) | Pursuant to a Separation and Release Agreement which was effective November 4, 2005 (the "Agreement") between Isolagen, Inc. (the "Issuer"), Isolagen Technologies, Inc. and Mr. DeLape, the Issuer and Mr. DeLape confirmed the vested and exercisable status of the Non-Qualified Stock Options reported in this Form 4. Further, under the Agreement, the parties confirmed that no other options were vested, including that 150,000 options granted in connection with the executive Employment Agreement dated September 5, 2003, as well as 400,000 options granted in connection with the Amended and Restated Employment Agreement dated July 8, 2005, were not vested and that the underlying options were deemed terminated. |
Remarks: As part of the Agreement, Mr. DeLape resigned as Chairman of the Board and as a member of the Board of Directors and has terminated his employment with the Issuer. |