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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 | ||||||||
Option to Purchase Common Stock (Right to Buy) | $ 1.06 | 10/31/2008 | A | 5,952 | (3) | 07/01/2015 | Common Stock | 5,952 | (4) | 5,952 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 0.43 | 10/31/2008 | A | 35,712 | (5) | 02/23/2016 | Common Stock | 35,712 | (6) | 41,664 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 1.77 | 10/31/2008 | A | 178,562 | (7) | 03/16/2017 | Common Stock | 178,562 | (8) | 220,226 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $ 3.9 | 10/31/2008 | A | 23,808 | (9) | 10/31/2018 | Common Stock | 23,808 | (10) | 244,034 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lutz Steven Michael C/O CORNERSTONE THERAPEUTICS INC. 2000 REGENCY PARKWAY SUITE 255 CARY, NC 27518 |
Executive Vice President |
/s/ David Price, attorney in fact for Steven M. Lutz pursuant to a power of attorney | 11/03/2008 | |
**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) | Received in exchange for 2,845,000 shares of Cornerstone BioPharma Holdings, Inc. ("CBPHI") common stock in connection with the merger of Neptune Acquisition Corp., a wholly owned subsidiary of Critical Therapeutics, Inc., into CBPHI (the "Merger") based on an exchange ratio of 0.2380837. |
(2) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(3) | The vesting schedule for this option award is 25% on December 1, 2005, 25% on December 1, 2006, 25% on December 1, 2007, and 25% on December 1, 2008. |
(4) | Received in the Merger in exchange for stock options to acquire 25,000 shares of CBPHI common stock for $0.25 per share based on an exchange ratio of 0.2380837. |
(5) | The vesting schedule for this option award is 25% on February 23, 2007, 25% on February 23, 2008, 25% on February 23, 2009, and 25% on February 23, 2010. |
(6) | Received in the Merger in exchange for stock options to acquire 150,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837. |
(7) | The vesting schedule for this option award is 25% on March 16, 2008, 25% on March 16, 2009, 25% on March 16, 2010, and 25% on March 16, 2011. |
(8) | Received in the Merger in exchange for stock options to acquire 750,000 shares of CBPHI common stock for $0.42 per share based on an exchange ratio of 0.2380837. |
(9) | The vesting schedule for this option award is 25% on March 15, 2009, 25% on March 15, 2010, 25% on March 15, 2011, and 25% on March 15, 2012. |
(10) | Received in the Merger in exchange for stock options to acquire 100,000 shares of CBPHI common stock for $0.93 per share based on an exchange ratio of 0.2380837. |