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