0001209191-11-037120.txt : 20110701
0001209191-11-037120.hdr.sgml : 20110701
20110701135357
ACCESSION NUMBER: 0001209191-11-037120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110623
FILED AS OF DATE: 20110701
DATE AS OF CHANGE: 20110701
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: 11945695
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
c19558_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0303
4
2011-06-23
0001082554
UNITED THERAPEUTICS Corp
UTHR
0000059478
LILLY ELI & CO
LILLY CORPORATE CENTER
INDIANAPOLIS
IN
46285
0
0
1
0
COMMON STOCK
2011-06-23
4
S
0
95743
54.20
D
6111940
D
COMMON STOCK
2011-06-29
4
S
0
93991
53.90
D
6111940
D
In September 2010, Eli Lilly and Company ("Lilly") entered into a variable forward contract (the "Forward Contract") with an unaffiliated third party ("Buyer"), which requires Lilly to deliver to Buyer up to a total of 3,150,838 shares of common stock of United Therapeutics Corporation ("Common Stock") in three tranches, beginning with a delivery of up to 1,050,280 shares on July 6, 2011 (the "First Settlement Date"). 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. Under the Forward Contract, the specific number of shares to be delivered is determined by formula, and any shares not delivered were to be returned to Lilly (the "Extra Shares").
(continued from Footnote 1) In connection with the settlement of the first tranche, the parties agreed that the Buyer would pay cash to Lilly in lieu of the Extra Shares being returned to Lilly, with the amount of such cash being determined by prices based on market prices over a 10-trading day period preceding the First Settlement Date. Under the terms of this arrangement, Lilly agreed that the Extra Shares would be delivered to Buyer on June 23, 2011, June 29, 2011 and July 6, 2011, and that Lilly would receive a cash payment for such shares on the First Settlement Date. Pursuant to the arrangement, 95,743 of the Extra Shares were delivered to Buyer on June 23, 2011 and 93,991 of the Extra Shares were delivered to Buyer on June 29, 2011, for which Buyer will be obligated to pay $5,188,833.52 and $5,066,339.39, respectively, on the First Settlement Date.
Eli Lilly Corporation, By: /s/ John Huesing, Title: Corporate Treasurer
2011-07-01