Statement of Changes in Beneficial Ownership (4)
December 02 2020 - 9:47AM
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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Wegman Toby |
2. Issuer Name and Ticker or Trading Symbol
BIOSPECIFICS TECHNOLOGIES CORP
[
BSTC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BIOSPECIFICS TECHNOLOGIES CORP., 2 RIGHTER PKWY, DE CORP CENTER II |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2020 |
(Street)
WILMINGTON, DE 19803
(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, $0.001 par value | 12/2/2020 | | D | | 1890 | D | (1) | 1726 | D | |
Common Stock, $0.001 par value | 12/2/2020 | | D | | 1726 | D | (2) | 0 | D | |
Common Stock, $0.001 par value | 12/2/2020 | | D | | 935073 | D | (3) | 0 | I | See footnote (4) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among BioSpecifics Technologies Corp., Endo International plc, and Beta Acquisition Corp., dated October 19, 2020 (the "Merger Agreement"), 1,890 shares of common stock were exchanged for a cash payment of $167,265.00, representing the product obtained by multiplying the offer price ($88.50) by the number of shares owned by the reporting person. |
(2) | Upon the consummation of the Merger, pursuant to the Merger Agreement, 1,726 outstanding restricted stock units ("RSUs") were cancelled in exchange for a cash payment of $152,751.00, representing the product obtained by multiplying (x) the aggregate number of shares of common stock underlying the RSUs, by (y) the offer price ($88.50). |
(3) | Upon the consummation of the Merger, 935,073 shares of common stock held by the MARITAL TRUST U/W/O EDWIN H WEGMAN DATED 08/10/06 (the "Trust") were exchanged for a cash payment of $82,753,960.50, representing the product obtained by multiplying the offer price ($88.50) by the number of shares owned by the Trust. |
(4) | These shares are held in trust on behalf of the reporting person. The reporting person is the co-trustee of the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of the reporting person's pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wegman Toby C/O BIOSPECIFICS TECHNOLOGIES CORP. 2 RIGHTER PKWY, DE CORP CENTER II WILMINGTON, DE 19803 | X | X |
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Signatures
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/s/ Toby Wegman, by Carl A. Valenstein, attorney-in-fact | | 12/2/2020 |
**Signature of Reporting Person | Date |
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