Statement of Changes in Beneficial Ownership (4)
October 16 2013 - 7:31PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Jhoti Harren
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2. Issuer Name
and
Ticker or Trading Symbol
Astex Pharmaceuticals, Inc
[
ASTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
C/O ASTEX PHARMACEUTICALS, 436 CAMBRIDGE SCIENCE PARK MILTON ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2013
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(Street)
CAMBRIDGE, X0 CB4 0QA
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/11/2013
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U
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45163
(16)
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D
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(1)
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0
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D
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Common Stock
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10/11/2013
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U
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16084
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D
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(1)
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0
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I
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By spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to buy)
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$.84
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10/11/2013
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D
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8792
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7/20/2011
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12/1/2015
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Common Stock
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8792
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(2)
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0
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D
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Employee Stock Option (Right to buy)
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$.87
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10/11/2013
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D
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26192
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7/20/2011
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12/1/2016
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Common Stock
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26192
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(3)
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0
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D
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Employee Stock Option (Right to buy)
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$.68
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10/11/2013
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D
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65480
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(4)
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3/19/2018
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Common Stock
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65480
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(5)
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0
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D
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Employee Stock Option (Right to buy)
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$.79
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10/11/2013
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D
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38633
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(6)
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6/22/2019
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Common Stock
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38633
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(7)
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0
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D
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Employee Stock Option (Right to buy)
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$.92
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10/11/2013
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D
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111316
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(8)
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5/28/2020
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Common Stock
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111316
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(9)
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0
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D
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Employee Stock Option (Right to buy)
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$2.21
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10/11/2013
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D
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300000
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(10)
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9/16/2021
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Common Stock
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300000
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(11)
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0
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D
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Employee Stock Option (Right to buy)
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$1.89
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10/11/2013
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D
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210000
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(12)
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3/7/2022
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Common Stock
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210000
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(13)
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0
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D
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Employee Stock Option (Right to buy)
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$2.71
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10/11/2013
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D
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210000
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(14)
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12/6/2022
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Common Stock
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210000
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(15)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash.
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(
2)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $67,346.72, which represents the difference between $8.50 and the exercise price of the option per share.
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(
3)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $199,844.96, which represents the difference between $8.50 and the exercise price of the option per share.
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(
4)
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The option originally provided for vesting as to 1/4th of the shares on March 19, 2009 and as to 1/48th of the shares on each one month anniversary thereafter.
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(
5)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $512,053.60, which represents the difference between $8.50 and the exercise price of the option per share.
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(
6)
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The option originally provided for vesting as to 1/4th of the shares on June 22, 2010 and as to 1/48th of the shares on each one month anniversary thereafter.
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(
7)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $297,860.43, which represents the difference between $8.50 and the exercise price of the option per share.
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(
8)
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The option originally provided for vesting as to 1/4th of the shares on May 28, 2011 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.
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(
9)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $843,775.28, which represents the difference between $8.50 and the exercise price of the option per share.
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(
10)
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The option originally provided for vesting as to 1/4th of the shares on September 16, 2012 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.
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(
11)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,887,000.00, which represents the difference between $8.50 and the exercise price of the option per share.
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(
12)
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The option originally provided for vesting as to 1/48th of the shares on April 7, 2012 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.
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(
13)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,388,100.00, which represents the difference between $8.50 and the exercise price of the option per share.
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(
14)
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The option originally provided for vesting as to 1/48th of the shares on January 6, 2013 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.
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(
15)
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Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,215,900.00, which represents the difference between $8.50 and the exercise price of the option per share.
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(
16)
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The number of shares disposed of includes 1,463 shares acquired under the Issuer's 2008 Employee Stock Purchase Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jhoti Harren
C/O ASTEX PHARMACEUTICALS
436 CAMBRIDGE SCIENCE PARK MILTON ROAD
CAMBRIDGE, X0 CB4 0QA
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X
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President
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Signatures
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/s/ Harren Jhoti
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10/16/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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