0001209191-13-014352.txt : 20130305
0001209191-13-014352.hdr.sgml : 20130305
20130305194805
ACCESSION NUMBER: 0001209191-13-014352
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20130301
FILED AS OF DATE: 20130305
DATE AS OF CHANGE: 20130305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FEDERICO CHARLES
CENTRAL INDEX KEY: 0001213215
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51934
FILM NUMBER: 13667813
MAIL ADDRESS:
STREET 1: C/O ORTHOFIX INC
STREET 2: 10115 KINCEY AVE STE 250
CITY: HUNTERSVILLE
STATE: NC
ZIP: 28078
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIOMIMETIC THERAPEUTICS, INC.
CENTRAL INDEX KEY: 0001138400
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 621786244
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1211
BUSINESS ADDRESS:
STREET 1: 389-A NICHOL MILL LANE
CITY: FRANKLIN
STATE: TN
ZIP: 37067
BUSINESS PHONE: 615 844 1280
MAIL ADDRESS:
STREET 1: 389-A NICHOL MILL LANE
CITY: FRANKLIN
STATE: TN
ZIP: 37067
FORMER COMPANY:
FORMER CONFORMED NAME: BIOMIMETIC PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20010413
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-03-01
1
0001138400
BIOMIMETIC THERAPEUTICS, INC.
BMTI
0001213215
FEDERICO CHARLES
C/O BIOMIMETIC THERAPEUTICS, INC.
389 NICHOL MILL LANE
FRANKLIN
TN
37067
1
0
0
0
Common Stock
2013-03-01
4
M
0
18736
5.80
A
19811
D
Common Stock
2013-03-01
4
F
0
11977
9.0738
D
7834
D
Common Stock
2013-03-01
4
M
0
20000
2.63
A
27834
D
Common Stock
2013-03-01
4
D
0
27834
D
0
D
Stock Options (right to buy)
5.80
2013-03-01
4
M
0
18736
0.00
D
2021-06-14
Common Stock
18736
0
D
Stock Options (right to buy)
2.63
2013-03-01
4
M
0
20000
0.00
D
2022-06-11
Common Stock
20000
0
D
Stock Options (right to buy)
17.09
2013-03-01
4
D
0
18096
D
2017-06-21
Common Stock
18096
0
D
Stock Options (right to buy)
11.64
2013-03-01
4
D
0
8840
D
2018-06-19
Common Stock
8840
0
D
Stock Options (right to buy)
9.95
2013-03-01
4
D
0
10653
D
2019-06-18
Common Stock
10653
0
D
Stock Options (right to buy)
12.66
2013-03-01
4
D
0
8538
D
2020-06-17
Common Stock
8538
0
D
This transaction represents a withholding of shares to cover the payment of exercise price pursuant to an exercise of non-qualified stock options.
Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of November 19, 2012, by and among the Company, Wright Medical Group, Inc. ("Wright"), Achilles Merger Subsidiary, Inc. and Achilles
Acquisition Subsidiary, LLC in exchange for the following merger consideration per share of the Company's common stock: (a) $1.50 in cash, without interest; (b) 0.2482 of a share of Wright's common stock; and (c) one contingent value right ("CVR") issued by Wright.
Option exercised. Pursuant to the Merger Agreement, this stock option was conditionally vested to 100% subject to exercise upon the merger transaction. The reporting person received merger consideration described in footnote (2) above.
Option canceled. Pursuant to the Merger Agreement, the reporting person entered into an agreement with the issuer to terminate stock options with an exercise price greater than $13.00.
Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 4,613 shares of Wright common stock at an exercise price of $22.31 per share.
Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 5,559 shares of Wright common stock at an exercise price of $19.07 per share.
Pursuant to the Merger Agreement, the stock options granted by the issuer converted into options to purchase 4,455 shares of Wright common stock at an exercise price of $24.26 per share.
/s/ Ginger Owens Smith,
Attorney-in-Fact for Charles W. Federico
2013-03-05
EX-24.4_462732
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Larry Bullock, Ginger Owens and Jan Runnels, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of BioMimetic Therapeutics, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority;
(3) execute for and on behalf of the undersigned a Form ID and any subsequent
filings, submissions or correspondence relating thereto; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of June , 2007.
/s/Charles W. Federico
Signature
Charles W. Federico
Print Name