Statement of Changes in Beneficial Ownership (4)
August 15 2018 - 4:24PM
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
*
Patel Nikin
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2. Issuer Name
and
Ticker or Trading Symbol
JUNIPER PHARMACEUTICALS INC
[
JNP
]
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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 Operating Officer
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(Last)
(First)
(Middle)
C/O JUNIPER PHARMACEUTICALS INC., 33 ARCH STREET, SUITE 3110
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/14/2018
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(Street)
BOSTON, MA 02110
(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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8/14/2018
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M
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40000
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A
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$7.90
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264784
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D
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Common Stock
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8/14/2018
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M
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10000
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A
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$4.05
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274784
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D
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Common Stock
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8/14/2018
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M
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53000
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A
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$5.15
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327784
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D
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Common Stock
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8/14/2018
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M
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50000
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A
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$7.82
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377784
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D
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Common Stock
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8/14/2018
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M
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32000
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A
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$5.56
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409784
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D
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Common Stock
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8/14/2018
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M
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32000
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A
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$7.05
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441784
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D
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Common Stock
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8/14/2018
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F
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123823
(1)
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D
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$11.50
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317961
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D
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Common Stock
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8/14/2018
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A
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10500
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D
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$11.50
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328461
(2)
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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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Employee Stock Option (right to buy)
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$7.90
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8/14/2018
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M
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40000
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(3)
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2/9/2025
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Common Stock
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40000
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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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$4.05
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8/14/2018
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M
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10000
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(3)
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4/11/2024
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Common Stock
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10000
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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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$5.15
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8/14/2018
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M
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53000
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(3)
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3/3/2024
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Common Stock
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53000
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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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$7.82
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8/14/2018
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M
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50000
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(3)
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2/19/2023
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Common Stock
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50000
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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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$5.56
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8/14/2018
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M
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32000
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(3)
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2/11/2022
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Common Stock
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32000
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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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$7.05
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8/14/2018
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M
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32000
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(3)
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3/10/2021
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Common Stock
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32000
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(3)
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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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123,823 shares at $11.50 per share were withheld and surrendered to the Issuer as part of a net cashless exercise in connection with the merger.
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(2)
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Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Catalent Pharma Solutions, Inc., Catalent Boston, Inc. and Juniper Pharmaceuticals Inc. (the "Issuer") dated as of July 2, 2018. At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each share of outstanding Issuer common stock (other than appraisal shares and certain other shares), and each outstanding and unexercised Issuer stock option (whether vested or unvested) and each outstanding unvested restricted stock unit, immediately prior to the Effective Time were cancelled in exchange for $11.50 per share, net in cash, without interest, less any applicable taxes and applicable exercise price for the stock option (the "Offer Price").
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(3)
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This option vests automatically upon a change in control, which occurred when the tender offer contemplated by the Merger Agreement was completed on August 14, 2018. This option was exercised immediately prior to the Effective Time of the merger.
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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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Patel Nikin
C/O JUNIPER PHARMACEUTICALS INC.
33 ARCH STREET, SUITE 3110
BOSTON, MA 02110
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X
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Chief Operating Officer
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Signatures
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/s/ Jeffrey Young, Attorney-in-Fact
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8/15/2018
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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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