-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SAKZ2vofINPyR0H5SHx5IZvSCrCuV3+c+EokSQBbWJ0AikLLgDFWjVleQLjMMFc1 NBxkPBqV2VmbsqvFC58qhw== 0001209191-10-045924.txt : 20100913 0001209191-10-045924.hdr.sgml : 20100913 20100913162835 ACCESSION NUMBER: 0001209191-10-045924 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100909 FILED AS OF DATE: 20100913 DATE AS OF CHANGE: 20100913 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED THERAPEUTICS Corp CENTRAL INDEX KEY: 0001082554 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521984749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1040 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3016089292 MAIL ADDRESS: STREET 1: 1040 SPRING ST CITY: SILVER SPRING STATE: MD ZIP: 20910 FORMER COMPANY: FORMER CONFORMED NAME: UNITED THERAPEUTICS CORP DATE OF NAME CHANGE: 19990324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LILLY ELI & CO CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26301 FILM NUMBER: 101069417 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1112 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 4 1 c05869_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-09-09 0001082554 UNITED THERAPEUTICS Corp UTHR 0000059478 LILLY ELI & CO LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 Director, Chairman and CEO Obligation to Sell 2010-09-09 4 J 0 1 A Common Stock 1050280 1 D Obligation to Sell 2010-09-09 4 J 0 1 A Common Stock 1050280 1 D Obligation to Sell 2010-09-09 4 J 0 1 A Common Stock 1050278 1 D Eli Lilly & Company ("Lilly") has entered into a variable forward contract (the "Forward Contract") with an unaffiliated third party buyer ("Buyer") that may obligate Lilly to deliver to Buyer up to 3,150,838 shares of common stock, par value $0.01 per share ("Common Stock"), of United Therapeutics Corporation. The Forward Contract will be settled in three tranches, on July 6, 2011 (the "First Settlement Date"), October 5, 2011 (the "Second Settlement Date") and December 28, 2011 (the "Third Settlement Date", and together with the First Settlement Date and the Second Settlement Date, the "Settlement Dates"). (continued in Footnote 2) The first and second tranches of the Forward Contract each relate to a forward sale of up to 1,050,280 shares of Common Stock, and the third tranche of the Forward Contract relates to a forward sale of up to 1,050,278 shares of Common Stock (each, the "Maximum Number of Shares"). Lilly pledged 3,150,838 shares of Common Stock to secure its obligations under the Forward Contract and retained dividend and voting rights in such shares during the term of the pledge. (continued in Footnote 3) Unless Lilly elects to cash settle the applicable tranche, (i) on each Settlement Date, Lilly will be required to deliver to Buyer a number of shares of Common Stock based on the volume weighted average prices per share of Common Stock on each trading day of the 10 trading day period ending on the date three trading days prior to such Settlement Date (each such price, the "Settlement Price") and (ii) Buyer will be required to pay Lilly the product of the Floor Price (as defined below) and the Maximum Number of Shares for such tranche. (continued in Footnote 4) The number of shares of Common Stock to be delivered by Lilly on each Settlement Date will be determined as follows: (x) if the Settlement Price on a particular trading day during the 10 trading day period is less than or equal to $41.8382 (the "Floor Price"), then with respect to such trading day, Lilly will be required to deliver a number of shares of Common Stock equal to the Maximum Number of Shares divided by 10; (y) if the Settlement Price on a particular trading day during the 10 trading day period is greater than the Floor Price but less than or equal to a specified "Cap Price" (which is $54.2589 in the case of the First Settlement Date, $54.8229 in the case of the Second Settlement Date, and $54.8819 in the case of the Third Settlement Date), (continued in Footnote 5) then with respect to such trading day, Lilly will be required to deliver a number of shares of Common Stock equal to the Maximum Number of Shares divided by 10 multiplied by the Settlement Price divided by the Floor Price, and (z) if the Settlement Price on a particular trading day during the 10 trading day period is greater than the relevant Cap Price, then with respect to such trading day, Lilly will be required to deliver a number of shares of Common Stock equal to the Maximum Number of Shares equal divided by 10 multiplied by: [Floor Price + (Settlement Price Cap Price)] / Settlement Price. Eli Lilly Corporation, By: /s/ John Huesing, Title: Assistant Treasurer 2010-09-13 -----END PRIVACY-ENHANCED MESSAGE-----