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
IDM PHARMA, INC. [ IDMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2005 | ||||||||||||||||||||||||||
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(1) | 08/16/2005 | (2) | P/K(1) | 324,867(1) | A | $0(1) | 324,867(1) | 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)(4)(5) | $6.99 | 08/16/2005 | (2) | A/K(4) | 68,648(4) | 03/06/2006(5)(6) | 03/05/2012(6) | Common Stock | 68,648(4) | $0 | 68,648(4) | D | |||
Employee Stock Option (right to buy)(4) | $6.99 | 08/16/2005 | (2) | A/K(4) | 16,165(4) | 12/11/2007(7) | 12/10/2013(7) | Common Stock | 16,165(4) | $0 | 16,165(4) | D | |||
Employee Stock Option (right to buy)(3) | $6.99 | 08/16/2005 | (2) | A | 77,757 | 08/16/2006(8) | 08/16/2015 | Common Stock | 77,757 | $0 | 77,757 | D | |||
Restricted Stock Units | (9) | 08/16/2005 | (2) | A | 25,671 | 08/16/2006(10) | 08/16/2005(10) | Common Stock | 25,671 | $0 | 25,671 | D |
Explanation of Responses: |
1. The shares of common stock were acquired in an exchange of shares of IDM S.A. for the shares of IDM Pharma, Inc. At the time of the exchange, each share of IDM S.A. was exchanged for 3.771865 shares of IDM Pharma, Inc. common stock, and adjusted for a 1 for 7 reverse stock split of the common stock of IDM Pharma, Inc. |
2. N/A |
3. Grant to reporting person of an incentive stock option to purchase shares of the common stock of IDM Pharma, Inc. pursuant to the terms of the Company's 2000 Stock Plan. |
4. The option to purchase shares of the common stock of IDM Pharma, Inc. was acquired in an option exchange for a similar option to purchase shares of the common stock of IDM S.A. At the time of the exchange, the option to puchase each share of IDM S.A. common stock was exchanged for the option to purchase 3.771865 shares of IDM Pharma, Inc. common stock, and adjusted for a 1 for 7 reverse stock split of the common stock of IDM Pharma, Inc. |
5. The option will be vested to the same extent as the IDM S.A. option for which it was exchanged as of the date the substitute option was granted, and will continue to vest in accordance with the vesting schedule applicable to the related IDM S.A. option. |
6. The IDM S.A. option, for which this option was exchanged, fully vests (100%) and becomes exercisable on 03/06/2006, four years from the original date of grant of the IDM S.A. option, and will expire on 03/05/2012, ten years from the original date of grant of the IDM S.A. option. |
7. The IDM S.A. option, for which this option was exchanged, fully vests (100%) and becomes exercisable on 12/11/2007, four years from the original grant date of the IDM S.A. option, and will expire on 12/10/2013, ten years from the original grant date of the IDM S.A. option. |
8. 25% of the shares vest and are exercisable on 08/16/2006, one year from date of grant. The remaining shares vest daily over the next three years, and will be fully vested on 08/16/2010. |
9. Each restricted stock unit represents a contingent right to receive one share of IDM Pharma, Inc. common stock. |
10. The restricted stock units will vest 100% on 08/16/2005, one year from date of grant, and will be delivered to the reporting person. |
Fred Hutton, Controller, by power of attorney | 08/18/2005 | |
** 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). | ||
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. |