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
PROLOR Biotech, Inc. [ PBTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2013 | ||||||||||||||||||||||||||
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 | 08/29/2013 | D | 345,643 | D | (1) | 0 | D |
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 Option (right to buy) | $0.88 | 08/29/2013 | D | 31,286 | (2) | 12/14/2015 | Common Stock | 31,286 | (2) | 0 | D | ||||
Stock Option (right to buy) | $0.88 | 08/29/2013 | D | 145,048 | (3) | 12/14/2016 | Common Stock | 145,048 | (3) | 0 | D | ||||
Stock Option (right to buy) | $2 | 08/29/2013 | D | 200,000 | (4) | 05/09/2017 | Common Stock | 200,000 | (4) | 0 | D | ||||
Stock Option (right to buy) | $0.9 | 08/29/2013 | D | 900,000 | (5) | 03/01/2018 | Common Stock | 900,000 | (5) | 0 | D | ||||
Stock Option (right to buy) | $0.65 | 08/29/2013 | D | 100,000 | (6) | 02/01/2019 | Common Stock | 100,000 | (6) | 0 | D | ||||
Stock Option (right to buy) | $2.4 | 08/29/2013 | D | 200,000 | (7) | 01/10/2020 | Common Stock | 200,000 | (7) | 0 | D | ||||
Stock Option (right to buy) | $6.47 | 08/29/2013 | D | 200,000 | (8) | 12/31/2020 | Common Stock | 200,000 | (8) | 0 | D | ||||
Stock Option (right to buy) | $4.74 | 08/29/2013 | D | 400,000 | (9) | 02/04/2023 | Common Stock | 400,000 | (9) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 23, 2013 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc. ("OPKO") and POM Acquisition, Inc. ("POM"), a wholly-owned subsidiary of OPKO formed for the purpose of facilitating the merger of POM with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of the Issuer was cancelled and converted into the right to receive 0.9951 of a share of common stock, par value $0.01 per share, of OPKO ("OPKO Common Stock"). The OPKO Common Stock has a market value of $8.49 per share (based on the closing price per share of OPKO Common Stock on August 29, 2013, the effective date of the Merger). |
2. Pursuant to the Merger Agreement, this option, which was issued on December 14, 2005 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 31,132 shares of OPKO Common Stock at an exercise price of $0.89 per share. |
3. Pursuant to the Merger Agreement, this option, which was issued on December 14, 2006 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 144,337 shares of OPKO Common Stock at an exercise price of $0.89 per share. |
4. Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on May 9, 2008, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.01 per share. |
5. Pursuant to the Merger Agreement, this option, which vested in 4 equal annual installments beginning on March 1, 2009, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 895,590 shares of OPKO Common Stock at an exercise price of $0.91 per share. |
6. Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on February 4, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 99,510 shares of OPKO Common Stock at an exercise price of $0.66 per share. |
7. Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on January 11, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.42 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable. |
8. Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on December 31, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $6.51 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable. |
9. Pursuant to the Merger Agreement, this option, which provided for vesting in 12 equal monthly installments beginning on March 4, 2013, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 398,040 shares of OPKO Common Stock at an exercise price of $4.77 per share. The reporting person waived the right to the acceleration of the vesting of these options at the effective time of the Merger pursuant to the stock option agreement governing this option. |
/s/ Abraham Havron | 09/03/2013 | |
** 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. |