- Statement of Changes in Beneficial Ownership (4)
March 24 2009 - 5:03PM
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
*
Golieb Arnold
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2. Issuer Name
and
Ticker or Trading Symbol
PharmaNet Development Group Inc
[
PDGI
]
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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)
17591 FOXBOROUGH LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2009
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(Street)
BOCA RATON, FL 33496
(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, Par value $.001
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3/20/2009
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U
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25971
(1)
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D
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$5.00
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0
(1)
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D
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Common Stock, Par value $.001
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3/20/2009
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U
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800
(2)
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D
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$5.00
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0
(2)
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I
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See footnote
(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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Explanation of Responses:
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(
1)
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Of such amount, Mr. Golieb had previously deferred receipt of 5,805 of such shares, however, such shares were paid for in
connection with the change in control which occurred upon the acceptance of shares pursuant to the tender offer (the
"Offer") which was launched in connection with the Agreement and Plan of Merger dated February 3, 2009 by and among JLL
PharmaNet Holdings, LLC ("Parent"), PDGI Acquisition Corp. ("Purchaser") and PharmaNet ("PharmaNet"). Additionally, of such
amount, 3,827 shares automatically vested and were paid for in connection with the change in control. Mr. Golieb has not
immediately received the funds associated with this vesting pursuant to Internal Revenue Code 409A. On March 20, 2009, all
shares which were tendered by the filing person in connection with the Offer, were accepted by the Purchaser. Any shares
which were not tendered by the filing person will be cashed out at the closing of the Merger.
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(
2)
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Such amount represents shares held by the Brody Children Irrevocable trust of which Mr. Golieb is trustee which were also
tendered and subsequently accepted by Purchaser.
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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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Golieb Arnold
17591 FOXBOROUGH LANE
BOCA RATON, FL 33496
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X
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Signatures
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/s/ Arnold Golieb
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3/24/2009
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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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