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
BIOMIMETIC THERAPEUTICS, INC. [ BMTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2013 | ||||||||||||||||||||||||||
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 | 03/01/2013 | M | 51,000 | A | $3.47 | 1,300,546(1) | D | |||
Common Stock | 03/01/2013 | M | 170,000 | A | $2.08 | 1,470,546 | D | |||
Common Stock | 03/01/2013 | F | 77,623 | D | $9.0738(2) | 1,392,923 | D | |||
Common Stock | 03/01/2013 | D | 1,392,923 | D | (3) | 0 | D | |||
Common Stock | 03/01/2013 | D | 5,550 | D | (3) | 0 | I | By Wife(4) |
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 | ||||||||
Stock Options (right to buy) | $3.47 | 03/01/2013 | M | 51,000 | (5) | 12/01/2014 | Common Stock | 51,000 | $0.00 | 0 | D | ||||
Stock Options (right to buy) | $2.08 | 03/01/2013 | M | 170,000 | (5) | 02/28/2022 | Common Stock | 170,000 | $0.00 | 0 | D | ||||
Stock Options (right to buy) | $14.41 | 03/01/2013 | D | 45,000 | (6) | 02/07/2018 | Common Stock | 45,000 | (6) | 0 | D | ||||
Stock Options (right to buy) | $13.88 | 03/01/2013 | D | 205,703 | (6) | 02/27/2018 | Common Stock | 205,703 | (6) | 0 | D | ||||
Stock Options (right to buy) | $13.45 | 03/01/2013 | D | 85,000 | (6) | 01/19/2021 | Common Stock | 85,000 | (6) | 0 | D | ||||
Stock Options (right to buy) | $12.59 | 03/01/2013 | D | 80,000 | (7) | 01/16/2017 | Common Stock | 80,000 | (7) | 0 | D | ||||
Stock Options (right to buy) | $8.54 | 03/01/2013 | D | 80,000 | (8) | 02/26/2019 | Common Stock | 80,000 | (8) | 0 | D | ||||
Stock Options (right to buy) | $11.97 | 03/01/2013 | D | 75,000 | (9) | 02/03/2020 | Common Stock | 75,000 | (9) | 0 | D |
Explanation of Responses: |
1. Includes shares acquired by the Reporting Person since the previous Form 4 filing (on 3/30/2012), consisting of 8,774 shares purchased through the Issuer's Employee Stock Purchase Plan and 1,381 shares awarded to his 401(k) Profit Sharing Plan account via the 2012 Company match. |
2. This transaction represents a withholding of shares to cover the payment of exercise price and federal tax liability pursuant to an exercise of non-qualified stock options. |
3. Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of November 19, 2012, by and among the Company, Wright Medical Group, Inc. ("Wright"), Achilles Merger Subsidiary, Inc. and Achilles Acquisition Subsidiary, LLC in exchange for the following merger consideration per share of the Company's common stock: (a) $1.50 in cash, without interest; (b) 0.2482 of a share of Wright's common stock; and (c) one contingent value right ("CVR") issued by Wright. |
4. Dr. Samuel E. Lynch disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in them. |
5. Option exercised. Pursuant to the Merger Agreement, this stock option was conditionally vested to 100% subject to exercise upon the merger transaction. The reporting person received merger consideration described in footnote (3) above. |
6. Option canceled. Pursuant to the Merger Agreement, the reporting person entered into an agreement with the issuer to terminate stock options with an exercise price greater than $13.00. |
7. Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 41,745 shares of Wright common stock at an exercise price of $24.13 per share. |
8. Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 41,745 shares of Wright common stock at an exercise price of $16.37 per share. |
9. Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 39,136 shares of Wright common stock at an exercise price of $22.94 per share. |
Remarks: |
/s/ Ginger Owens Smith, Attorney-in-Fact for Samuel E. Lynch | 03/05/2013 | |
** 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. |