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
K-V Pharmaceutical Co [ KVA/KVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2013 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 09/16/2013 | J | 15,375(1) | D | $0 | 0 | D | |||
Class B Common Stock | 09/16/2013 | J | 52,875(1) | D | $0 | 0 | D | |||
Class A Common Stock | 09/16/2013 | J | 1,343,187(1) | D | $0 | 0 | I | See footnote(2) | ||
Class B Common Stock | 09/16/2013 | J | 2,136,555(1) | D | $0 | 0 | I | See footnote(2) |
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 | ||||||||
Option to Purchase | $2.95 | 09/16/2013 | J | 15,000(1) | (3) | 01/13/2019 | Class A Common Stock | 15,000 | $0 | 0 | D | ||||
Option to Purchase | $1.62 | 09/16/2013 | J | 10,000(1) | (4) | 09/07/2020 | Class A Common Stock | 10,000 | $0 | 0 | D | ||||
Option to Purchase | $1.49 | 09/16/2013 | J | 20,000(1) | (5) | 09/08/2021 | Class A Common Stock | 20,000 | $0 | 0 | D | ||||
Option to Purchase | $0.94 | 09/16/2013 | J | 20,000(1) | (6) | 05/14/2022 | Class A Common Stock | 20,000 | $0 | 0 | D |
Explanation of Responses: |
1. On September 16, 2013, the Sixth Amended Joint Chapter 11 Plan of Reorganization of K-V Pharmaceutical Company (the "Company"), which was confirmed by the United States Bankruptcy Court for the Southern District of New York on August 28, 2013, was consummated. As a result, all issued and outstanding shares of the Companys Class A Common Stock, Class B Common Stock and 7% Cumulative Convertible Preferred Stock, and the warrants and options exercisable therefor, were cancelled and extinguished. |
2. The Reporting Person is one of three trustees of two irrevocable trusts that hold such shares, the beneficiaries of which are Marc S. Hermelin, father of the Reporting Person, as to 851,688 shares of Class A Common Stock and 1,771,293 shares of Class B Common Stock, and Minnette Hermelin, grandmother of the Reporting Person, as to 491,499 shares of Class A Common Stock and 365,262 shares of Class B Common Stock. |
3. The option was to vest in four equal quarterly installments beginning on March 31, 2009. |
4. The option was to vest in five equal annual installments beginning on September 7, 2011. |
5. The option was to vest in three equal installments beginning on September 8, 2012. |
6. The option was to vest 33% on May 14, 2013, 33% on May 14, 2014 and 34% on May 14, 2015. |
David S. Hermelin | 09/25/2013 | |
** 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. |