0001181431-11-030078.txt : 20110516 0001181431-11-030078.hdr.sgml : 20110516 20110516170702 ACCESSION NUMBER: 0001181431-11-030078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110513 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INSPIRE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001040416 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043209022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4222 EMPEROR BLVD STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 BUSINESS PHONE: 9199419777 MAIL ADDRESS: STREET 1: 4222 EMPEROR BLVD STREET 2: STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8466 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STAAB THOMAS R II CENTRAL INDEX KEY: 0001230708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31577 FILM NUMBER: 11848286 MAIL ADDRESS: STREET 1: C/O INSPIRE PHARMACEUTICALS, INC. STREET 2: 4222 EMPEROR BLVD., SUITE 200 CITY: DURHAM STATE: NC ZIP: 27703 4 1 rrd311215.xml X0303 4 2011-05-13 1 0001040416 INSPIRE PHARMACEUTICALS INC ISPH 0001230708 STAAB THOMAS R II C/O INSPIRE PHARMACEUTICALS, INC. 8081 ARCO CORPORATE DRIVE, SUITE 400 RALEIGH NC 27617 0 1 0 0 EVP, CFO & Treasurer Common Stock 2011-05-13 4 U 0 2000 5.00 D 20000 D Common Stock 2011-05-13 4 D 0 20000 5.00 D 0 D Stock Option (Right to buy) 7.07 2011-05-13 4 D 0 30000 D 2017-11-09 Common Stock 30000 0 D Stock Option (Right to buy) 4.80 2011-05-13 4 D 0 30000 D 2017-08-10 Common Stock 30000 0 D Stock Option (Right to buy) 6.50 2011-05-13 4 D 0 22000 D 2017-05-11 Common Stock 22000 0 D Stock Option (Right to buy) 6.08 2011-05-13 4 D 0 22000 D 2017-03-17 Common Stock 22000 0 D Stock Option (Right to buy) 5.10 2011-05-13 4 D 0 13250 D 2016-11-10 Common Stock 13250 0 D Stock Option (Right to buy) 4.55 2011-05-13 4 D 0 13250 D 2016-08-10 Common Stock 13250 0 D Stock Option (Right to buy) 3.84 2011-05-13 4 D 0 13250 D 2016-05-13 Common Stock 13250 0 D Stock Option (Right to buy) 3.79 2011-05-13 4 D 0 13250 D 2016-03-17 Common Stock 13250 0 D Stock Option (Right to buy) 3.78 2011-05-13 4 D 0 13250 D 2015-11-03 Common Stock 13250 0 D Stock Option (Right to buy) 4.44 2011-05-13 4 D 0 13250 D 2015-08-13 Common Stock 13250 0 D Stock Option (Right to buy) 3.49 2011-05-13 4 D 0 11250 D 2015-05-14 Common Stock 11250 0 D Stock Option (Right to buy) 3.98 2011-05-13 4 D 0 11250 D 2015-03-19 Common Stock 11250 0 D Stock Option (Right to buy) 6.10 2011-05-13 4 D 0 10250 D 2014-11-12 Common Stock 10250 0 D Stock Option (Right to buy) 5.81 2011-05-13 4 D 0 10250 D 2014-08-14 Common Stock 10250 0 D Stock Option (Right to buy) 6.35 2011-05-13 4 D 0 10250 D 2014-05-14 Common Stock 10250 0 D Stock Option (Right to buy) 6.49 2011-05-13 4 D 0 10250 D 2014-03-20 Common Stock 10250 0 D Stock Option (Right to buy) 5.00 2011-05-13 4 D 0 20500 D 2013-08-29 Common Stock 20500 0 D Stock Option (Right to buy) 5.25 2011-05-13 4 D 0 13000 D 2013-01-18 Common Stock 13000 0 D Stock Option (Right to buy) 9.42 2011-05-13 4 D 0 28500 D 2012-07-12 Common Stock 28500 0 D Stock Option (Right to buy) 15.65 2011-05-13 4 D 0 9300 D 2014-09-28 Common Stock 9300 0 D Stock Option (Right to buy) 12.80 2011-05-13 4 D 0 8000 D 2014-03-15 Common Stock 8000 0 D Stock Option (Right to buy) 14.71 2011-05-13 4 D 0 50000 D 2013-05-05 Common Stock 50000 0 D Stock Option (Right to Buy) 20.30 2011-05-13 4 D 0 10000 D 2013-10-15 Common Stock 10000 0 D Restricted Stock Unit 2011-05-13 4 D 0 29046 D Common Stock 29046 0 D Restricted Stock Unit 2011-05-13 4 D 0 3000 D Common Stock 3000 0 D Restricted Stock Unit 2011-05-13 4 D 0 3000 D Common Stock 3000 0 D Restricted Stock Unit 2011-05-13 4 D 0 2200 D Common Stock 2200 0 D Restricted Stock Unit 2011-05-13 4 D 0 2200 D Common Stock 2200 0 D Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2011, by and among, Merck & Co., Inc., Monarch Transaction Corp. and Inspire Pharmaceuticals, Inc. (the "Merger Agreement"), these restricted stock units ("RSUs"), whether or not vested, were fully vested immediately prior to and cancelled immediately following the acceptance time under the Merger Agreement in exchange for the right to receive cash payment for each such RSU of $5.00, net to the seller in cash, without interest and less any required withholding taxes. These stock options were cancelled in accordance with the Merger Agreement. As the exercise price of the options was at or above $5.00, no cash payment was provided. These stock options were cancelled in accordance with the Merger Agreement in exchange for the right to receive cash payment in accordance with the Merger Agreement. The cash payment for each such option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess of $5.00 over the exercise price per share for each such option, without interest subject to any required withholding of taxes and the exercise price of such option. /s/ Edward P. Bromley III, Attorney-in-Fact 2011-05-13