Statement of Changes in Beneficial Ownership (4)
December 07 2015 - 7:47AM
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).
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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
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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
*
Heady Timothy James
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2. Issuer Name
and
Ticker or Trading Symbol
Midatech Pharma US Inc.
[
DARA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DARA BIOSCIENCES, INC., 8601 SIX FORKS ROAD, SUITE 160
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/4/2015
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(Street)
RALEIGH, NC 27615
(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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12/4/2015
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12/4/2015
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D
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2000
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D
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(1)
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0
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D
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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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Stock Option
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$3.50
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12/4/2015
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12/4/2015
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D
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10000
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12/4/2015
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8/20/2022
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Common Stock
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10000
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(2)
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0
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D
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Stock Option
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$5.05
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12/4/2015
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12/4/2015
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D
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6420
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5/10/2013
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2/28/2023
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Common Stock
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6420
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(2)
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0
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D
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Stock Option
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$3.75
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12/4/2015
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12/4/2015
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D
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12000
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5/10/2014
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5/10/2023
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Common Stock
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12000
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(2)
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0
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D
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Stock Option
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$1.17
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12/4/2015
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12/4/2015
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D
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38462
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5/19/2015
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5/19/2024
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Common Stock
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38462
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(2)
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0
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D
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Stock Option
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$.79
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12/4/2015
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12/4/2015
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D
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32000
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2/9/2015
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2/9/2025
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Common Stock
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32000
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(2)
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0
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D
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Stock Option
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$.69
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12/4/2015
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12/4/2015
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D
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21739
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9/19/2015
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5/19/2025
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Common Stock
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21739
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(2)
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0
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D
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Stock Option
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$.86
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12/4/2015
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12/4/2015
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D
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10901
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11/15/2015
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9/1/2025
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Common Stock
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10901
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(2)
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0
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D
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Preferred Stock
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$0
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12/4/2015
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12/4/2015
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D
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5
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6/4/2014
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(3)
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Common Stock
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4505
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(4)
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0
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D
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Warrants
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$1.67
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12/4/2015
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12/4/2015
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D
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2252
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6/4/2014
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6/4/2019
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Common Stock
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2252
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(5)
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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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Common stock disposed of pursuant to the Agreement and Plan of Merger among DARA BioSciences, Inc. (DARA) and Midatech Pharma PLC (Midatech) and certain other parties thereto, whereby each share of common stock of DARA was converted into (i) 0.136 American Depository Receipts (Midatech ADRs), with each Midatech ADR representing two Midatech ordinary shares, plus (ii) one contingent value right representing the right to receive contingent payments if specified milestones are achieved within agreed time periods, plus (iii) cash in lieu of fractional Midatech ADRs. The closing price of the Midatech ordinary shares on December 4, 2015, the effective date of the merger was ?2.65.
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(
2)
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These options were assumed by Midatech in connection with the Merger and replaced with options to purchase 0.136 Midatech ADRs for each DARA option held, at an exercise price equal to the exercise price of the applicable DARA option divided by 0.136.
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(
3)
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These preferred shares have no expiration date.
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(
4)
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These preferred shares were purchased by Midatech pursuant to the merger agreement for $1,000 per share for total consideration of $5,000.
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(
5)
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These warrants were assumed by Midatech in connection with the Merger and replaced with warrants to purchase 0.136 Midatech ADRs for each warrant held at an exercise price equivalent to the exercise price of a DARA option divided by 0.136.
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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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Heady Timothy James
C/O DARA BIOSCIENCES, INC.
8601 SIX FORKS ROAD, SUITE 160
RALEIGH, NC 27615
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X
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Signatures
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/s/Timothy James Heady
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12/7/2015
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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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