SEC FORM 4

SEC Form 4

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^*

SMITH BRUCE W

(Last)

(First)

(Middle)

3848 WOODROSE COURT

(Street)

SNELLVILLE

30039

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERAGENICS CORP [ TGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2013		D		532,798⁽¹⁾⁽²⁾	D	$2.2⁽¹⁾	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$0.93	10/29/2013		D			34,000	⁽³⁾	02/26/2019	Common Stock	34,000	$0.93	0	D
Stock Options (Right to Buy)	$1.44	10/29/2013		D			52,000	⁽⁴⁾	02/25/2020	Common Stock	52,000	$1.44	0	D
Stock Options (Right to Buy)	$1.71	10/29/2013		D			67,900	⁽⁵⁾	02/25/2021	Common Stock	67,900	$1.71	0	D

Explanation of Responses:

1. Shares of common stock which were disposed of in exchange for the right to receive $2.20 per share in cash pursuant to the Agreement and Plan of Merger, dated August 2, 2013 (as it may be amended, the "Merger Agreement"), by and between Juniper Acquisition Corporation (the "Purchaser") and Theragenics Corporation (the "Company") providing for the merger of Purchaser with and into the Company (the "Merger").

2. Includes shares of common stock held in 401(k) Plan and ESPP.

3. The stock options, which provided for vesting in four equal annual installments beginning on 2-26-2010, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement.

4. The stock options, which provided for vesting in four equal annual installments beginning on 2-25-2011, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement.

5. The stock options, which provided for vesting in four equal annual installments beginning on 2-25-12, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement.

Remarks:

	/s/ Lynn Rogers, attorney-in-fact	10/31/2013
	** 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).
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