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
MGI PHARMA INC [ MOGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2008 | ||||||||||||||||||||||||||
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 | 01/28/2008 | A | 3,875(1) | A | $0 | 8,349 | D | |||
Common Stock | 01/28/2008 | D | 8,349(2) | D | $41 | 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 | ||||||||
Employee Stock Option - Right to Buy | $23.08 | 01/28/2008 | D | 5,000 | (3) | 07/02/2014 | Common Stock | 5,000 | $17.92 | 0 | D | ||||
Employee Stock Option - Right to Buy | $22.87 | 01/28/2008 | D | 17,500 | (4) | 02/20/2014 | Common Stock | 17,500 | $18.13 | 0 | D | ||||
Employee Stock Option - Right to Buy | $15.13 | 01/28/2008 | D | 20,000 | (5) | 08/31/2013 | Common Stock | 20,000 | $25.87 | 0 | D | ||||
Employee Stock Option - Right to Buy | $23.56 | 01/28/2008 | D | 6,500 | (6) | 10/03/2012 | Common Stock | 6,500 | $17.44 | 0 | D | ||||
Employee Stock Option - Right to Buy | $26.91 | 01/28/2008 | D | 8,000 | (7) | 07/15/2012 | Common Stock | 8,000 | $14.09 | 0 | D | ||||
Employee Stock Option - Right to Buy | $27.15 | 01/28/2008 | D | 1,000 | (8) | 01/03/2012 | Common Stock | 1,000 | $13.85 | 0 | D | ||||
Employee Stock Option - Right to Buy | $27.86 | 01/28/2008 | D | 7,500 | (9) | 07/15/2011 | Common Stock | 7,500 | $13.14 | 0 | D | ||||
Employee Stock Option - Right to Buy | $30.39 | 01/28/2008 | D | 20,000 | (10) | 03/29/2014 | Common Stock | 20,000 | $10.61 | 0 | D |
Explanation of Responses: |
1. Represents shares of the Issuer's common stock originally granted on February 20, 2007, subject to the satisfaction of certain performance criteria during fiscal years 2007, 2008 and 2009. On January 14, 2008, the compensation committee of the Issuer's board of directors determined that such performance criteria for fiscal year 2007 had been met and the shares would be awarded to the Reporting Person subject to the consummation of the merger between the Issuer and Jaguar Acquisition Corp. The merger was consummated on January 28, 2008. |
2. Disposed of pursuant to the merger agreement between the Issuer, Eisai Co., Ltd., and Jaguar Acquisition Corp. |
3. This option, which provided for vesting in four annual installments beginning on July 2, 2008, was cancelled in the merger in exchange for a cash payment of $17.92 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
4. This option, which provided for vesting in four annual installments beginning on February 20, 2008, was cancelled in the merger in exchange for a cash payment of $18.13 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
5. This option, which provided for vesting in four annual installments beginning on August 31, 2007, was cancelled in the merger in exchange for a cash payment of $25.87 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
6. This option, which provided for vesting in four annual installments beginning on October 3, 2006, was cancelled in the merger in exchange for a cash payment of $17.44 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
7. This option, which provided for vesting in four annual installments beginning on July 15, 2006, was cancelled in the merger in exchange for a cash payment of $14.09 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
8. This option, which provided for vesting in four annual installments beginning on January 3, 2006, was cancelled in the merger in exchange for a cash payment of $13.85 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
9. This option, which provided for vesting in four annual installments beginning on July 15, 2005, was cancelled in the merger in exchange for a cash payment of $13.14 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
10. This option, which provided for vesting in four annual installments beginning on March 29, 2005, was cancelled in the merger in exchange for a cash payment of $10.61 per share, which represents the difference between the exercise price of the option and the consideration payable in the merger for shares of the Issuer's common stock ($41.00 per share). |
Remarks: |
/s/ Kathleen A. Molacek as Attorney-in-Fact for Richard J. Rodgers | 01/30/2008 | |
** 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. |