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
Raptor Pharmaceutical Corp [ RPTP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2013 | ||||||||||||||||||||||||||
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 | 11/07/2013(1) | M | 15,000 | A | $2.57 | 15,000 | D | |||
Common Stock | 11/07/2013(1) | S | 14,400 | D | $14.0143(6) | 600 | D | |||
Common Stock | 11/07/2013(1) | S | 600 | D | $14.75(7) | 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 | ||||||||
Stock options (right to buy) | $2.57 | 11/07/2013(1) | M | 15,000 | 11/25/2006(2) | 05/24/2016 | Common Stock | 15,000 | $0 | 68,306(8) | D | ||||
Stock options (right to buy) | $2.57 | 12/14/2007(2) | 06/13/2017 | Common Stock | 21,313 | 21,313(8) | D | ||||||||
Stock options (right to buy) | $2.02 | 03/09/2010(2) | 03/08/2020 | Common Stock | 15,000 | 15,000(8) | D | ||||||||
Stock options (right to buy) | $2.97 | 03/01/2011(3) | 10/11/2020 | Common Stock | 30,000 | 30,000(8) | D | ||||||||
Stock options (right to buy) | $3.54 | 11/22/2010(4) | 11/21/2020 | Common Stock | 90,000 | 90,000(8) | D | ||||||||
Stock options (right to buy) | $5.13 | 12/22/2011(2) | 09/21/2021 | Common Stock | 30,000 | 30,000(8) | D | ||||||||
Stock options (right to buy) | $5.13 | 03/22/2012(5) | 09/21/2021 | Common Stock | 90,000 | 90,000(8) | D | ||||||||
Stock options (right to buy) | $5.49 | 12/25/2012(2) | 09/24/2022 | Common Stock | 50,000 | 50,000(8) | D |
Explanation of Responses: |
1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 9, 2013. |
2. Fully vested and exercisable. |
3. Stock options vest starting on September 1, 2010, 6/48ths on February 28, 2011 and 1/48th per month thereafter. |
4. Stock option vests 25% immediately and 75% pro rata over 36 months. |
5. Stock options vest 6/48ths on March 22, 2012 and 1/48th per month thereafter. |
6. This transaction was executed in multiple trades at prices ranging from $13.55 to $14.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
7. This transaction was executed in multiple trades at prices ranging from $14.58 to $14.96. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
8. The shares listed as owned in column 9 represent the total shares for each respective option. Previous reports reflected aggregate amounts of option shares in column 9. The holding lines included on this Form 4 are included solely to correct the breakdown of shares among various stock options and are not meant to reflect any change in beneficial ownership of option shares other than those reported as a transaction on this Form 4. |
Remarks: |
/s/ Kim R. Tsuchimoto, Raptor Pharmaceutical Corp., Attorney-in-fact | 11/12/2013 | |
** 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. |