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
Biodel Inc [ BIOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2008 | ||||||||||||||||||||||||||
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 | 02/12/2008 | S | 154,000 | D | $14.48 | 1,812,892 | I | See footnote(1)(2)(3) |
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 | ||||||||
Director's Stock Option (right to buy) | $5.65 | (4) | 07/20/2014 | Comon Stock | 17,713 | 17,713 | I(5) | See footnote(6) | |||||||
Director's Stock Option (right to buy) | $12.63 | (7) | 12/01/2014 | Comon Stock | 2,601 | 2,601 | I(8) | See footnote(6) | |||||||
Director's Stock Option (right to buy) | $15 | (10) | 05/10/2015 | Comon Stock | 25,000 | 25,000 | I(9) | See footnote(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. As of February 12, 2008, the Reporting Persons hold 1,812,892 shares of Common Stock, on behalf of other persons who have the right to receive or the power to direct the receipt of dividends or proceeds from the sale of, such securities. Of this amount, Caduceus Private Investments II, LP ("Caduceus"), Caduceus Private Investments II (QP), LP ("Caduceus QP") and UBS Juniper Crossover Fund, L.L.C. ("Juniper") hold 1,209,892, 453,006 and 149,994 shares, respectively. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contract with Juniper, may be considered to hold indirectly 149,994 shares of Common Stock and OrbiMed Capital GP II LLC ("Capital"), pursuant to its authority under its investment advisory contracts with Caduceus and Caduceus QP, may be considered to hold indirectly 1,662,898 shares of Common Stock. |
2. Advisors is a registered adviser under the Investment Advisers Act of 1940, as amended, that acts as an investment adviser to certain collective investment funds which hold shares of the Issuer. Samuel D. Isaly, a natural person, owns controlling interests in Advisors and Capital. Advisors acts as investment adviser to Juniper. Capital acts as general partner to Caduceus and Caduceus QP. Pursuant to certain agreements and relationships, Advisors and Capital have discretionary investment management authority with respect to the assets of Caduceus, Caduceus QP, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Caduceus QP and Juniper. The Reporting Persons may be deemed to be a director of the issuer by virtue of having nominated a representative, now Samuel P. Wertheimer, to serve on the Issuer's board of directors. |
3. The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest. The report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose. |
4. This option is exercisable in two equal installments on July 20, 2007 and July 20, 2008. |
5. The amount shown represents (i) options to purchase 11,822 shares of Common Stock, held by Caduceus, (ii) options to purchase 4,426 shares of Common Stock, held by Caduceus QP and (iii) options to purchase 1,465 shares of Common Stock, held by Juniper. |
6. The options were granted directly to Mr. Wertheimer, who is obligated to transfer any shares issued under the options to the Reporting Persons. |
7. The option is exercisable in two equal installments on December 1, 2007 and December 1, 2008. |
8. The amount shown represents (i) options to purchase 1,736 shares of Common Stock, held by Caduceus, (ii) options to purchase 650 shares of Common Stock, held by Caduceus QP, and (iii) options to purchase 215 shares of Common Stock, held by Juniper. |
9. The amount shown represents (i) options to purchase 16,685 shares of Common Stock, held by Caduceus, (ii) options to purchase 6,247 shares of Common Stock, held by Caduceus QP, and (iii) options to purchase 2,068 shares of Common Stock, held by Juniper. |
10. The option is exercisable in two equal installments on May 10, 2008 and May 10, 2009. |
/s/ Samuel D. Isaly | 02/14/2008 | |
** 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. |