Statement of Changes in Beneficial Ownership (4)
March 21 2014 - 1:49PM
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 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
*
TWOMEY CHRISTOPHER J
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2. Issuer Name
and
Ticker or Trading Symbol
CADENCE PHARMACEUTICALS INC
[
CADX
]
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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 CADENCE PHARMACEUTICALS, INC., 12481 HIGH BLUFF DRIVE, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2014
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(Street)
SAN DIEGO, CA 92130
(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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3/19/2014
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U
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25000
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D
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$14.00
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0
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I
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By Twomey Family Investments, LLC
(1)
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common stock
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3/19/2014
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U
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35000
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D
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$14.00
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0
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I
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By the Christopher Twomey Trust
(2)
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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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$12.30
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3/19/2014
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D
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12500
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(3)
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6/27/2017
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common stock
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12500
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$1.70
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0
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D
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stock option (right to buy)
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$6.35
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3/19/2014
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D
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12500
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(3)
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6/17/2018
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common stock
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12500
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$7.65
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0
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D
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stock option (right to buy)
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$9.37
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3/19/2014
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D
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12500
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(3)
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6/23/2019
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common stock
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12500
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$4.63
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0
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D
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stock option (right to buy)
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$7.16
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3/19/2014
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D
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12500
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(3)
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6/16/2020
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common stock
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12500
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$6.84
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0
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D
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stock option (right to buy)
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$9.25
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3/19/2014
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D
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12500
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(3)
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6/15/2021
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common stock
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12500
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$4.75
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0
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D
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stock option (right to buy)
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$2.98
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3/19/2014
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D
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17500
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(3)
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6/13/2022
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common stock
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17500
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$11.02
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0
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D
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stock option (right to buy)
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$7.21
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3/19/2014
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D
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25000
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(3)
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6/12/2023
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common stock
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25000
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$6.79
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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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Mr. Twomey and his wife are the co-managers of Twomey Family Investments, LLC and hold a 2% ownership interest in Twomey Family Investments, LLC. The remaining 98% ownership is held by the Twomey Children's Trust, which is for the benefit of Mr. Twomey's children and for which Mr. Twomey's brother is the trustee.
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(
2)
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Mr. Twomey is the trustee of this trust.
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(
3)
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In connection with the merger of Cadence Pharmaceuticals, Inc. ("Cadence") with Madison Merger Sub, Inc. ("Merger Sub") on March 19, 2014, and pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") by and among Cadence, Mallinckrodt plc ("Parent") and Merger Sub, dated February 10, 2014, this option became fully vested and was automatically canceled and terminated and the holder became entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of (a) the number of shares of common stock of Cadence underlying such option multiplied by (b) the excess, if any, of $14.00 (the "Offer Price") over the exercise price per share of such option.
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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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TWOMEY CHRISTOPHER J
C/O CADENCE PHARMACEUTICALS, INC.
12481 HIGH BLUFF DRIVE, SUITE 200
SAN DIEGO, CA 92130
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X
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Signatures
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/s/ Hazel M. Aker,
Attorney-in-fact
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3/21/2014
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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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