0001181431-11-030098.txt : 20110516 0001181431-11-030098.hdr.sgml : 20110516 20110516171353 ACCESSION NUMBER: 0001181431-11-030098 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110513 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hutson Nancy J CENTRAL INDEX KEY: 0001379222 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31577 FILM NUMBER: 11848419 MAIL ADDRESS: STREET 1: 64 MONTAUK AVENUE CITY: STONINGTON STATE: CT ZIP: 06378 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 4 1 rrd311127.xml X0303 4 2011-05-13 1 0001040416 INSPIRE PHARMACEUTICALS INC ISPH 0001379222 Hutson Nancy J C/O INSPIRE PHARMACEUTICALS, INC. 8081 ARCO CORPORATE DRIVE, SUITE 400 RALEIGH NC 27617 1 0 0 0 Common Stock 2011-05-13 4 U 0 14800 5.00 D 0 D Stock Option (Right to Buy) 5.82 2011-05-13 4 D 0 10164 D 2017-06-02 Common Stock 10164 0 D Stock Option (Right to Buy) 5.05 2011-05-13 4 D 0 30000 D 2016-06-04 Common Stock 30000 0 D Stock Option (Right to Buy) 5.00 2011-05-13 4 D 0 30000 D 2015-06-09 Common Stock 30000 0 D Stock Option (Right to Buy) 5.46 2011-05-13 4 D 0 30000 D 2014-06-07 Common Stock 30000 0 D Stock Option (Right to Buy) 5.40 2011-05-13 4 D 0 17778 D 2013-10-26 Common Stock 17778 0 D Stock Option (Right to Buy) 5.40 2011-05-13 4 D 0 1333 D 2013-10-26 Common Stock 1333 0 D Restricted Stock Unit 2011-05-13 4 D 0 6873 D Common Stock 6873 0 D These stock options were cancelled in accordance with the terms and conditions of 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"). As the exercise price of the options was at or above $5.00, no cash payment was provided. Pursuant to 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. /s/ Edward P. Bromley III, Attorney-in-Fact 2011-05-13