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