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
Pharmasset Inc [ VRUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2012 | ||||||||||||||||||||||||||
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 | 01/12/2012 | U | 7,000(1) | D | $137 | 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) | $1.94 | 01/12/2012 | D | 13,333.33 | (2) | 05/24/2016 | Common Stock | 13,333.33 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $1.94 | 01/12/2012 | D | 16,000 | (3) | 05/24/2016 | Common Stock | 16,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $2.01 | 01/12/2012 | D | 13,333.33 | (4) | 11/07/2016 | Common Stock | 13,333.33 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $6.84 | 01/12/2012 | D | 20,000 | (5) | 10/10/2017 | Common Stock | 20,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $10.1 | 01/12/2012 | D | 20,000 | (6) | 07/16/2018 | Common Stock | 20,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $9.3 | 01/12/2012 | D | 40,000 | (7) | 10/29/2018 | Common Stock | 40,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $10.83 | 01/12/2012 | D | 40,000 | (8) | 10/14/2019 | Common Stock | 40,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $16.17 | 01/12/2012 | D | 40,000 | (9) | 10/14/2020 | Common Stock | 40,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $83.52 | (10) | 10/11/2021 | Common Stock | 15,000 | 0 | D |
Explanation of Responses: |
1. Represents shares of time vesting restricted stock, reflecting the two-for-one stock split of the Issuer's common stock effective August 31, 2011 (the "Split"), which became unrestricted and eligible for tender pursuant to the Agreement and Plan of Merger between the Issuer and Gilead Sciences, Inc. (the "Merger Agreement"). |
2. These options, which reflect the Split and which vested as to 25% on the date of the grant (May 24, 2006), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $135.06 per share, representing the difference between the exercise price of the options and $137.00 per share. |
3. These options, which reflect the Split and which vested on the date of grant (May 24, 2006), were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $135.06 per share, representing the difference between the exercise price of the options and $137.00 per share. |
4. These options, which reflect the Split and which vested as to 25% on the date of grant (November 7, 2006), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $134.99 per share, representing the difference between the exercise price of the options and $137.00 per share. |
5. These options, which reflect the Split and which vested as to 25% on the date of grant (October 10, 2007), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $130.16 per share, representing the difference between the exercise price of the options and $137.00 per share. |
6. These options, which reflect the Split and which vested as to 25% on the date of grant (July 16, 2008), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $126.90 per share, representing the difference between the exercise price of the options and $137.00 per share. |
7. These options, which reflect the Split and which vested as to 25% on the date of grant (October 29, 2008), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $127.70 per share, representing the difference between the exercise price of the options and $137.00 per share. |
8. These options, which reflect the Split and which provided for vesting as to 25% on the date of grant (October 14, 2009), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $126.17 per share, representing the difference between the exercise price of the options and $137.00 per share. |
9. These options, which reflect the Split and which provided for vesting as to 25% on the date of grant (October 14, 2010), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $120.83 per share, representing the difference between the exercise price of the options and $137.00 per share. |
10. These options, which provided for vesting as to 25% on the date of grant (October 11, 2011), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $53.48 per share, representing the difference between the exercise price of the options and $137.00 per share. |
/s/ Bryce A. Roberts, Attorney in Fact for Robert F. Williamson III | 01/17/2012 | |
** 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. |