- Statement of Changes in Beneficial Ownership (4)
February 19 2010 - 8:19PM
Edgar (US Regulatory)
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FORM 4
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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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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Basta Steven L
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2. Issuer Name
and
Ticker or Trading Symbol
BIOFORM MEDICAL INC
[
BFRM
]
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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)
Chief Executive Officer
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(Last)
(First)
(Middle)
1875 SOUTH GRANT STREET, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2010
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(Street)
SAN MATEO, CA 94402
(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)
___ Form filed by One Reporting Person
_
X
_ 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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2/16/2010
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U
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192050
(1)
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D
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$5.45
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0
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D
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Common Stock
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2/16/2010
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U
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730036
(1)
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D
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$5.45
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0
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D
(8)
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Common Stock
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2/16/2010
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U
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20114
(1)
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D
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$5.45
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0
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I
(9)
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By Basta Annual Gift Trust FBO Audrey C. Basta
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Common Stock
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2/16/2010
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U
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12800
(1)
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D
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$5.45
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0
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I
(9)
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By Basta Annual Gift Trust FBO Tula J. Basta
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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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$.45
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2/16/2010
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D
(2)
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5000
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(2)
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1/15/2014
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Common Stock
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5000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$.84
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2/16/2010
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D
(3)
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100000
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(3)
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7/22/2014
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Common Stock
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100000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$.84
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2/16/2010
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D
(4)
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90000
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(4)
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7/21/2015
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Common Stock
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90000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$2.50
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2/16/2010
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D
(5)
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250000
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(5)
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7/20/2016
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Common Stock
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250000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$1.12
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2/16/2010
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D
(6)
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395000
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(6)
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1/22/2019
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Common Stock
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395000
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$1.18
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2/16/2010
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D
(7)
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200000
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(7)
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4/7/2019
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Common Stock
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200000
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$0
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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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These shares were tendered to Vine Acquisition Corp. (the "Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of BioForm Medical, Inc. (the "Issuer") at a cash purchase price of $5.45 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on January 15, 2010 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of December 31, 2009, by and among Merz GmbH & Co. KGaA, the Purchaser and the Issuer. Such shares were purchased by the Purchaser pursuant to the Tender Offer on February 16, 2010.
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(
2)
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The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $25,000.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.
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(
3)
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The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $461,000.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.
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(
4)
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The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $414,900.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options.
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(
5)
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On the date of grant, the shares underlying this option were to vest and become exercisable as to 1/4 of the shares on 07/20/2007 and each anniversary thereof. 187,500 of the shares underlying these options, which were vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $553,125.00 representing the number of vested shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options. The remaining shares underlying these options, which were unvested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for the right to receive cash payment(s) representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options, upon the date(s) the shares underlying this option would have otherwise become vested.
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(
6)
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On the date of grant, the shares underlying this option were to vest and become exercisable as to 1/4 of the shares on 01/22/2010 and each anniversary thereof. 98,750 of the shares underlying these options, which were vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $427,587.50 representing the number of vested shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options. The remaining shares underlying these options, which were unvested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for the right to receive cash payment(s) representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options, upon the date(s) the shares underlying this option would have otherwise become vested.
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(
7)
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On the date of grant, the shares underlying this option were to vest and become exercisable as to 1/4 of the shares on 04/08/2010 and quarterly vesting thereafter, with options being fully vested four years following the date of grant. The shares underlying this option, which were unvested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for the right to receive cash payment(s) representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options, upon the date(s) the shares underlying this option would have otherwise become vested.
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(
8)
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Mr. Basta is a trustee of the Steven L Basta TR UA 08 01 1991. Mr. Basta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(
9)
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Mr. Basta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Steven L Basta TR UA 08 01 1991 disclaims beneficial ownership of these securities.
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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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Basta Steven L
1875 SOUTH GRANT STREET, SUITE 200
SAN MATEO, CA 94402
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X
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Chief Executive Officer
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Steven L Basta TR UA 08 01 1991 Steven L Basta Trust
1875 SOUTH GRANT STREET, SUITE 200
SAN MATEO, CA 94402
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See footnote 8
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Signatures
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/s/ Steven L Basta
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2/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Steven L Basta, Trustee
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2/19/2010
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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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