Statement of Changes in Beneficial Ownership (4)
August 31 2016 - 6:28PM
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
*
BULLOCK DONALD R
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2. Issuer Name
and
Ticker or Trading Symbol
Sagent Pharmaceuticals, Inc.
[
SGNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive V.P. Sales
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(Last)
(First)
(Middle)
C/O SAGENT PHARMACEUTICALS, INC., 1901 NORTH ROSELLE ROAD, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2016
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(Street)
SCHAUMBURG, IL 60195
(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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8/29/2016
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U
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2583
(1)
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D
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$21.75
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8073
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D
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Common Stock
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8/29/2016
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D
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8073
(2)
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D
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$21.75
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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 to Buy
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$15.02
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8/29/2016
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D
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10608
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(3)
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6/27/2026
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Common Stock
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10608
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$6.73
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0
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D
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Stock Option to Buy
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$14.61
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8/29/2016
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D
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6522
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(4)
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2/22/2026
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Common Stock
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6522
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$7.14
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0
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D
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Stock Option to Buy
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$20.16
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8/29/2016
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D
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3546
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(5)
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2/18/2024
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Common Stock
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3546
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$1.59
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0
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D
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Stock Option to Buy
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$16.45
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8/29/2016
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D
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9969
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(6)
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2/21/2023
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Common Stock
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9969
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$5.30
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0
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D
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Stock Option to Buy
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$11.60
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8/29/2016
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D
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5103
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(7)
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12/2/2020
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Common Stock
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5103
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$10.15
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0
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D
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Stock Option to Buy
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$4.31
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8/29/2016
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D
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5103
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(8)
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12/11/2019
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Common Stock
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5103
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$17.44
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0
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D
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Stock Option to Buy
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$4.23
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8/29/2016
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D
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6870
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(9)
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8/15/2018
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Common Stock
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6870
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$17.52
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0
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D
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Stock Option to Buy
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$2.51
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8/29/2016
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D
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607
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(10)
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8/10/2017
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Common Stock
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607
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$19.24
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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 by and among Nichi-Iko Pharmaceutical Co. Ltd., Shepard Vision, Inc. and Sagent Pharmaceuticals, Inc. (the "Merger Agreement"), these shares were disposed of in a cash tender offer by Shepard Vision, Inc. to acquire common stock of Sagent Pharmaceuticals, Inc. in exchange for $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration").
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(
2)
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Pursuant to the Merger Agreement, these restricted shares were canceled and converted into the right to receive the Consideration.
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(
3)
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Represents the disposition of options, which provided for vesting in four equal installments beginning June 27, 2017. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.73 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
4)
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Represents the disposition of options, which provided for vesting in four equal installments beginning February 22, 2017. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $7.14 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
5)
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Represents the disposition of options, which provided for vesting in four equal installments beginning February 18, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1.59 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
6)
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Represents the disposition of options, which provided for vesting in four equal installments beginning February 21, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $5.30 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
7)
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Represents the disposition of options, which provided for vesting in four equal installments beginning December 2, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $10.15 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
8)
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Represents the disposition of options, which provided for vesting in four equal installments beginning December 11, 2010. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.44 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
9)
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Represents fully vested performance options. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.52 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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(
10)
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Represents the disposition of options, which provided for vesting in four equal installments beginning August 10, 2008. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $19.24 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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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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BULLOCK DONALD R
C/O SAGENT PHARMACEUTICALS, INC.
1901 NORTH ROSELLE ROAD, SUITE 700
SCHAUMBURG, IL 60195
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Executive V.P. Sales
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Signatures
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/s/ Donald R. Bullock
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8/31/2016
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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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