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
ERESEARCHTECHNOLOGY INC /DE/ [ ERES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2007 | ||||||||||||||||||||||||||
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, $.01 par value | 12/03/2007 | S | 84,304 | D | $11.5927 | 1,130,921 | D | |||
Common Stock, $.01 par value | 12/03/2007 | G | V | 3,000 | D | (1) | 1,127,921 | D | ||
Common Stock, $.01 par value | 12/04/2007 | S | 42,696 | D | $11.3868 | 1,085,225 | D | |||
Common Stock, $.01 par value | 1,125,000 | I | Three irrevocable trusts for the benefit of Dr. Morganroth's minor children(2) |
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 | ||||||||
Variable Prepaid Forward Contract(3) | (3)(4) | (3) | (3) | Common Stock, $.01 par value | 1,125,000(3) | 1(3) | I | Three trusts for the benefit of Dr. Morganroth's minor children(5) | |||||||
Option (Right to Buy) | $7.41 | (7) | 02/23/2014 | Common Stock, $.01 par value | 30,000 | 30,000 | D | ||||||||
Option (Right to Buy) | $14.7 | (7) | 02/10/2013 | Common Stock, $.01 par value | 30,000 | 30,000 | D | ||||||||
Option (Right to Buy) | $15.46 | (7) | 02/14/2012 | Common Stock, $.01 par value | 30,000 | 30,000 | D | ||||||||
Option (Right to Buy) | $22.09 | (9) | 02/09/2014 | Common Stock, $.01 par value | 37,500 | 37,500 | D | ||||||||
Option (Right to Buy) | $6.29 | (8) | 04/22/2013 | Common Stock, $.01 par value | 90,000 | 90,000 | D | ||||||||
Option (Right to Buy) | $1.69 | (8) | 12/20/2011 | Common Stock, $.01 par value | 101,250 | 101,250 | D | ||||||||
Option (Right to Buy) | $0.75 | (8) | 05/21/2011 | Common Stock, $.01 par value | 421,875 | 421,875 | D | ||||||||
Option (Right to Buy) | $1.39 | (6) | 12/01/2009 | Common Stock, $.01 par value | 168,750 | 168,750 | D | ||||||||
Option (Right to Buy) | $1.13 | (6) | 02/04/2009 | Common Stock, $.01 par value | 84,375 | 84,375 | D |
Explanation of Responses: |
1. Bona fide gift |
2. The 1,125,000 shares are held in three irrevocable trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee and for which Dr. Morganroth disclaims beneficial ownership. |
3. On February 9, 2004, three trusts for the benefit of Dr. Morganroth's minor children (see note 4) entered into 10b5-1 plans in the form of variable prepaid forward agreements (the "Agreements") with an unaffiliated securities brokerage firm for an aggregate of 1,125,000 shares of the Company's common stock. The brokerage firm sold an aggregate of 1,125,000 shares of the Company's common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. Pursuant to the Agreements, the trusts have agreed to sell the shares for the notional amount of $22.2672 per share, subject to adjustment as described in note 4 below. The trusts have received aggregate upfront cash payments of $21,042,504. |
4. Under the Agreements, on February 12, 2009 (the "Settlement Date"), the trusts will be obligated to deliver an aggregate number of shares to the brokerage firm based on the closing price of the common stock on the third business day preceding the Settlement Date (the "Settlement Price"), as follows: (a) if the Settlement Price is less than or equal to $22.2672 (the "Lower Limit"), a delivery of 1,125,000 shares; (b) if the Settlement Price is greater than the Lower Limit but less than $31.1741 (the "Upper Limit"), a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the Lower Limit and the denominator of which will be the Settlement Price; and (c) if the Settlement Price is equal to or greater than the Upper Limit, a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the sum of the Lower Limit plus the excess, if any, of the Settlement Price over the Upper Limit, and the denominator of which will be the Settlement Price. |
5. The shares are held by three trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee. Dr. Morganroth disclaims beneficial ownership of these shares. |
6. Options become exercisable in five equal annual installments beginning one year after date of grant and are fully exercisable five years prior to expiration. |
7. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable three years prior to expiration. |
8. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable six years prior to expiration. |
9. 25% of the total options granted became exercisable one year after date of grant. The remaining 75% became exercisable in December 2005. |
Remarks: |
Joel Morganroth | 12/04/2007 | |
** 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. |