FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/20/2005 |
3. Issuer Name and Ticker or Trading Symbol
ORION ACQUISITION CORP II [ MTMR.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 444,487 | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Stock Warrant | 12/17/2004 | 10/10/2013 | Common Stock | 129,032 | (1) | I | See Footnote(1) |
Common Stock Warrant | 12/17/2004 | 04/01/2014 | Common Stock | 32,258 | (1) | I | See Footnote(1) |
Series B Convertible Preferred Stock | 12/17/2004 | (1) | Common Stock | 2,212,830 | (1) | I | See Footnote(1) |
Explanation of Responses: |
1. Represents securities held by Dara BioSciences, Inc., of which the Reporting Person is the Chairman of the Board of Directors and a principal stockholder. Issued to Dara BioSciences, Inc. in exchange for shares of capital stock of Medivation, Inc. ("Medivation") held by Dara BioSciences, Inc. in connection with the merger by and between Orion Acquisition Corp. II ("Orion"), Medivation Acquisition Corp. ("Merger Sub") and Medivation, pursuant to which Merger Sub, a wholly-owned subsidiary of Orion, was merged with and into Medivation, and Medivation became a wholly-owned subsidiary of Orion. Each share of the Series B Convertible Preferred Stock will be automatically converted into twenty (20) shares of Common Stock upon the occurrence of certain events; and the warrants held by Dara Biosciences, Inc. are exercisable to purchase an aggregate of 161,290 shares of Common Stock at an exercise price of $1.55 per share. |
C. Patrick Machado, Attorney-In-Fact for Steve Gorlin | 05/31/2005 | |
** 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 5 (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. |