0001437749-14-012512.txt : 20140707
0001437749-14-012512.hdr.sgml : 20140707
20140707164015
ACCESSION NUMBER: 0001437749-14-012512
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140702
FILED AS OF DATE: 20140707
DATE AS OF CHANGE: 20140707
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Furiex Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001484478
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 271197863
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3900 PARAMOUNT PARKWAY
STREET 2: SUITE 150
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
BUSINESS PHONE: 919-456-7800
MAIL ADDRESS:
STREET 1: 3900 PARAMOUNT PARKWAY
STREET 2: SUITE 150
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
FORMER COMPANY:
FORMER CONFORMED NAME: PPD Therapeutics, Inc.
DATE OF NAME CHANGE: 20100218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ESHELMAN FREDRIC N
CENTRAL INDEX KEY: 0001033409
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34641
FILM NUMBER: 14963373
MAIL ADDRESS:
STREET 1: PPD INC
STREET 2: 929 NORTH FRONT STREET
CITY: WILMINGTON
STATE: NC
ZIP: 28401
4
1
rdgdoc.xml
FORM 4
X0306
4
2014-07-02
1
0001484478
Furiex Pharmaceuticals, Inc.
FURX
0001033409
ESHELMAN FREDRIC N
C/O FURIEX PHARMACEUTICALS, INC.,
3900 PARAMOUNT PARKWAY, SUITE 150
MORRISVILLE
NC
27560
1
1
Common Stock
2014-07-02
4
D
0
2673522
D
0
D
Common Stock
2014-07-02
4
D
0
132689
D
0
I
LLC
Common Stock
2014-07-02
4
D
0
41666
D
0
I
GRAT
Common Stock
2014-07-02
4
D
0
140
D
0
I
Spouse
Stock Options (to buy)
9.11
2014-07-02
4
D
0
65876
D
2020-06-17
Common Stock
65876
0
I
LLC
Stock Options (to buy)
13.16
2014-07-02
4
D
0
98813
D
2021-10-03
Common Stock
98813
0
I
LLC
Pursuant to the Agreement and Plan of Merger by and among Forest Laboratories, Inc., Royal Empress, Inc. and Furiex Pharmaceuticals, Inc. (the "Company") dated as of April 27, 2014 (the "Agreement"), each share of the Company's common stock was exchanged for $95.00 in cash, without interest, less any applicable withholding taxes ("Cash Consideration"), plus one contingent value right (a "CVR"), which represents the right to receive contingent payments of up to approximately $30.00 in cash in the aggregate, without interest, less any applicable withholding taxes, if specified milestones are achieved within agreed upon time periods.
All options became 100% vested on June 11, 2014 in connection with the Agreement.
Pursuant to the Agreement, each stock option of the Company was exchanged for (A) an amount in cash equal to the product of (1) the total number of shares of the Company's common stock subject to the option immediately prior to the effective time multiplied by (2) the excess, if any, of the per Cash Consideration over the exercise price per share of common stock under the option and (B) one CVR multiplied by the total number of shares of common stock subject to the option (assuming full vesting of the option) had the Reporting Person exercised such option in full immediately prior to the effective time of the merger.
/s/ Fredric N. Eshelman
2014-07-02