FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NANOGEN INC [ NGEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/08/1988(1) | A | V | 43,194 | A | 0.00(1) | 43,194 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option | 3.45 | 07/18/2003 | A | V | 57,970 | 06/01/2003(2) | 07/18/2013 | Common Stock | 57,970 | $3.45 | 57,970 | D | |||
Incentive Stock Option | 3.45 | 07/18/2003 | A | V | 28,985 | 01/18/2004(3) | 07/18/2013 | Common Stock | 28,985 | $3.45 | 86,955 | D | |||
Non-Qualified Stock Option | 3.45 | 07/18/2003 | A | V | 82,030 | 06/01/2003(2) | 07/18/2013 | Common Stock | 82,030 | $3.45 | 168,985 | D | |||
Non-Qualified Stock Option | 3.45 | 07/18/2003 | A | V | 96,015 | 01/18/2004(3) | 07/18/2013 | Common Stock | 96,015 | $3.45 | 265,000 | D | |||
Non-Qualified Stock Option | 2.8 | 07/18/2003 | A | V | 10,000 | 08/08/1988(1) | 06/14/2012(4) | Common Stock | 10,000 | $2.8 | 265,000 | D | |||
Non-Qualified Stock Option | 2.8 | 07/18/2003 | A | V | 10,000 | 07/18/2008 | 07/18/2008(4) | Common Stock | 10,000 | $2.8 | 275,000 | D | |||
Non-Qualified Stock Option | 6.96 | 07/18/2003 | A | V | 36,666 | 04/26/2002 | 04/26/2011(4) | Common Stock | 36,666 | $6.96 | 275,000 | D | |||
Non-Qualified Stock Option | 6.96 | 07/18/2003 | A | V | 36,666 | 04/26/2002 | 07/18/2008(4) | Common Stock | 36,666 | $6.96 | 311,666 | D | |||
Non-Qualified Stock Option | 8.6 | 07/18/2003 | A | V | 10,000 | 06/13/2002 | 06/13/2011(4) | Common Stock | 10,000 | $8.6 | 311,666 | D | |||
Non-Qualified Stock Option | 8.6 | 07/18/2003 | A | V | 10,000 | 06/13/2002 | 07/18/2008(4) | Common Stock | 10,000 | $8.6 | 321,666 | D |
Explanation of Responses: |
1. Bogus date/price for previously reported items |
2. Option vests monthly beginning on date of hire as an employee of Company to become fully vested after one year of service. |
3. Option vests ratably on a monthly basis over a 2 year period beginning after 6 months of continued service. |
4. Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. Mr. Ludvigson resigned as a member of the Board of Directors on July 18, 2003, and the Board of Directors approved the extension of the expiration date of the original option from (i) 90 days after cessation as a Board member to (ii) five years after the date of resignation as a Board member. |
/s/ David Ludvigson | 07/22/2003 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |