- Statement of Changes in Beneficial Ownership (4)
May 23 2011 - 7:11PM
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Freund John Gordon
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2. Issuer Name
and
Ticker or Trading Symbol
MAP Pharmaceuticals, Inc.
[
MAPP
]
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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)
525 UNIVERSITY AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2011
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(Street)
PALO ALTO, CA 94301
(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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5/20/2011
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J
(1)
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3548
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D
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$0
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0
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I
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By Skyline Venture Management III, LLC
(2)
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Common Stock
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5/20/2011
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J
(3)
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3168
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A
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$0
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5152
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I
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By Freund LP
(4)
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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 (right to buy)
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$16.47
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5/19/2011
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A
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7500
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(5)
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5/18/2021
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Common Stock
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7500
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$0
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7500
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D
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Explanation of Responses:
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(
1)
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Represents a pro-rata in-kind distribution by Skyline Venture Management III, LLC. ("SVMIII") without consideration to its members.
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(
2)
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These shares are owned by SVMIII. The Reporting Person is a Managing Director of SVMIII and may be deemed to share voting and investment power with respect to the shares of Common Stock held by SEF. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(
3)
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The amounts shown to represent the beneficial ownership of the Issuer's equity securities by the John Freund Family Partnership IV, L.P. and the John Freund Revocable Trust u/a/d 6/26/01 (together, the "Freund LP") which includes: (i) 3,431 shares directly held by the John Freund Family Partnership IV, L.P. and (ii) 1,721 shares directly held by the John Freund Revocable Trust u/a/d 6/26/01. The Reporting Person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein.
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(
4)
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The shares are held by the John Freund Family Partnership IV, L.P. ("JFFP") and the John G. Freund Revocable Trust u/a/d 6/26/01. The Reporting Person is the trustee and beneficiary of The John G. Freund Revocable Trust u/a/d 6/26/01, which serves as the general partner of JFFP. The Reporting Person is a member of JFFP. The Reporting Person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein.
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(
5)
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The option shall vest with respect to 1/12 of the total number of shares subject to the option on each monthly anniversary of the grant date, subject to the Participant's continued status as a Director on each applicable vesting date, such that all Shares subject to the option shall be fully vested on the first year anniversary of the grant date.
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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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Freund John Gordon
525 UNIVERSITY AVENUE
PALO ALTO, CA 94301
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X
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X
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Signatures
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/s/ John G. Freund
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5/23/2011
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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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