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*
SZABO GABRIEL N

(Last) (First) (Middle)
C/O CLOSURE MEDICAL CORPORATION
5250 GREENS DAIRY RD.

(Street)
RALEIGH NC 27616

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLOSURE MEDICAL CORP [ CLSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP of Product Development
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2005
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)
Code V Amount (A) or (D) Price
Common Stock 06/03/2005 D 2,691 D $27(1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $14.56 06/03/2005 D 20,000 (2) 09/15/2009 Common Stock 20,000 $12.44 0 D
Employee stock option (right to buy) $19.875 06/03/2005 D 8,000 (3) 09/11/2010 Common Stock 8,000 $7.125 0 D
Employee stock option (right to buy) $14.875 06/03/2005 D 2,000 (2) 03/26/2011 Common Stock 2,000 $12.125 0 D
Employee stock option (right to buy) $23.49 06/03/2005 D 2,200 (2) 01/02/2012 Common Stock 2,200 $3.51 0 D
Employee stock option (right to buy) $14.91 06/03/2005 D 2,200 (2) 06/18/2012 Common Stock 2,200 $12.09 0 D
Employee stock option (right to buy) $12.06 06/03/2005 D 2,000 (2) 03/11/2013 Common Stock 2,000 $14.94 0 D
Employee stock option (right to buy) $22.26 06/03/2005 D 10,000 (4) 06/11/2013 Common Stock 10,000 $4.74 0 D
Employee stock option (right to buy) $19.05 06/03/2005 D 18,000 (4) 12/20/2014 Common Stock 18,000 $7.95 0 D
Explanation of Responses:
1. Amount includes shares acquired under the Employee Stock Purchase Plan at various times and disposed of pursuant to the merger agreement between Closure Medical Corporation, Johnson & Johnson and Holden Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, in exchange for a cash payment of $27 per share on the effective date of the merger.
2. This option, which provided for vesting in five equal installments commencing on the first anniversary of the date of the grant, was canceled in the merger pursuant to the terms of the merger agreement between Closure Medical Corporation, Johnson & Johnson and Holden Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, in exchange for a cash payment equal to the difference between $27 and the exercise price of the option.
3. This option, which provided for vesting in three equal installments when each of three increasing stock market prices were achieved, or in any event, in five equal installments commencing on the first anniversary of the date of the grant, was canceled in the merger pursuant to the terms of the merger agreement between Closure Medical Corporation, Johnson & Johnson and Holden Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, in exchange for a cash payment equal to the difference between $27 and the exercise price of the option.
4. This option, which provided for vesting in four equal installments commencing on the first anniversary of the date of the grant, was canceled in the merger pursuant to the terms of the merger agreement between Closure Medical Corporation, Johnson & Johnson and Holden Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, in exchange for a cash payment equal to the difference between $27 and the exercise price of the option.
Angela M. Hudson, Attorney-inFact for Gabriel N. Szabo 06/07/2005
** 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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