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
INVENTIV HEALTH INC [ VTIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2010 | ||||||||||||||||||||||||||
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 | 08/04/2010 | D | 13,753(1) | D | (2) | 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 Option (right to buy) | $8.45 | 08/04/2010 | D | 625 | 12/10/2007(3) | 12/10/2013 | Common Stock | 625 | (4) | 0 | D | ||||
Stock Option (right to buy) | $17.25 | 08/04/2010 | D | 5,000 | 11/01/2008(3) | 11/01/2014 | Common Stock | 5,000 | (4) | 0 | D | ||||
Stock Option (right to buy) | $16.13 | 08/04/2010 | D | 16,114 | 12/14/2013(5) | 12/14/2016 | Common Stock | 16,114 | (6) | 0 | D |
Explanation of Responses: |
1. Includes 11,230 shares of unvested restricted stock. |
2. Disposed of pursuant to the Agreement and Plan of Merger, dated May 6, 2010 (as amended) (the "Merger Agreement"), by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), inVentiv Acquisition, Inc. (formerly Papillon Acquisition, Inc.) and inVentiv Health, Inc. 11,430 shares were disposed of in exchange for cash consideration equal to $26.05 per share, the vested of portion of which is payable on the effective date of the merger and the unvested portion of which is payable at such time as such unvested portion would otherwise have vested. 2,323 shares were disposed of in exchange for shares of inVentiv Group Holdings, Inc. valuing the shares disposed of at $26.05 per share. These transactions are exempt under Rule 16b-3(e). |
3. Date on which option became fully-vested and exercisable. |
4. Option cancelled pursuant to the merger in exchange for cash consideration equal to the difference between $26.05 and the exercise price of the option multiplied by the number of underlying shares payable on the effective date of the merger. This transaction is exempt under Rule 16b-3(e). |
5. Option was completely unvested at the time of cancellation. |
6. Option cancelled pursuant to the merger in exchange for cash consideration equal to the difference between $26.05 and the exercise price of the option multiplied by the number of underlying shares, payable at such time at such option would have otherwise vested absent the merger transaction. |
/s/ Nat Krishnamurti | 08/04/2010 | |
** 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. |