Statement of Changes in Beneficial Ownership (4)
September 04 2018 - 7:40PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Nassif David W.
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2. Issuer Name
and
Ticker or Trading Symbol
SteadyMed Ltd.
[
STDY
]
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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)
EVP and CFO
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(Last)
(First)
(Middle)
C/O STEADYMED THERAPEUTICS, INC., 2603 CAMINO RAMON, SUITE 350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2018
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(Street)
SAN RAMON, CA 94583
(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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Ordinary Shares
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8/30/2018
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S
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22157
(1)
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D
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$4.46
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0
(1)
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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 (Rt to Buy)
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$3.61
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8/30/2018
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J
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3100
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(2)
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7/19/2019
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Ordinary Shares
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3100
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$0.00
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0
(2)
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D
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Stock Option (Rt to Buy)
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$3.61
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8/30/2018
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J
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159642
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(2)
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5/1/2020
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Ordinary Shares
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159642
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$0.00
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0
(2)
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D
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Stock Option (Rt to Buy)
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$5.84
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8/30/2018
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J
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51832
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(3)
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1/25/2022
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Ordinary Shares
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51832
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$0.00
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0
(3)
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D
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Stock Option (Rt to Buy)
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$2.74
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8/30/2018
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J
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40000
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(2)
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6/17/2026
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Ordinary Shares
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20000
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$0.00
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0
(2)
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D
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Stock Option (Rt to Buy)
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$3.65
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8/30/2018
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J
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15987
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(2)
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12/28/2027
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Ordinary Shares
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15987
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$0.00
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0
(2)
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding restricted share unit was converted into the right to receive (1) a cash payment equal to (x) $4.46, multiplied by (y) the total number of shares subject to such restricted share unit and (2) a number of CVRs equal to the total number of shares subject to such restricted share unit.
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(2)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding in-the-money option, whether vested or unvested, was converted into the right to receive (1) a cash payment equal to (x) the excess, if any, of $4.46 over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time and (2) a number of CVRs equal to the total number of shares subject to such option immediately prior to the Effective Time.
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(3)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding out-of-the-money option, whether vested or unvested, was converted into the right to receive a cash payment, if and when the Milestone is achieved, equal to (x) the excess, if any, of the sum of (1) $4.46 and (2) the contingent consideration actually payable per CVR over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time.
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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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Nassif David W.
C/O STEADYMED THERAPEUTICS, INC.
2603 CAMINO RAMON, SUITE 350
SAN RAMON, CA 94583
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EVP and CFO
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Signatures
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/s/ David W. Nassif, Attorney-In-Fact
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9/4/2018
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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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