-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STQwDWLiaS53SPHlv5zjGr+BcK55hPZRnJK4Rq0iotW2TpuxRx2K6ckH9zJ4Tlbf pbkS/RpdExCfRFapf/e4Tw== 0001209191-09-042277.txt : 20090827 0001209191-09-042277.hdr.sgml : 20090827 20090827155726 ACCESSION NUMBER: 0001209191-09-042277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090827 FILED AS OF DATE: 20090827 DATE AS OF CHANGE: 20090827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gilbert Richard P. CENTRAL INDEX KEY: 0001437132 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17254 FILM NUMBER: 091039611 MAIL ADDRESS: STREET 1: C/O NOVEN PHARMACEUTICALS, INC. STREET 2: 11960 S.W. 144TH STREET CITY: MIAMI STATE: FL ZIP: 33186 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVEN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000815838 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592767632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11960 SW 144TH ST CITY: MIAMI STATE: FL ZIP: 33186 BUSINESS PHONE: 3052535099 MAIL ADDRESS: STREET 1: 11960 SW 144TH STREET CITY: MIAMI STATE: FL ZIP: 33185 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-08-27 1 0000815838 NOVEN PHARMACEUTICALS INC NOVN 0001437132 Gilbert Richard P. C/O NOVEN PHARMACEUTICALS, INC. 11960 S.W. 144TH STREET MIAMI FL 33186 0 1 0 0 Vice President - Operations Stock Option (Right to Buy) 16.35 2009-08-27 4 D 0 30000 0.00 D 2011-12-05 Common Stock ($.0001 par value) 30000 0 D Stock Option (Right to Buy) 13.68 2009-08-27 4 D 0 23191 0.00 D 2012-11-14 Common Stock ($.0001 par value) 23191 0 D Stock Appreciation Rights 22.83 2009-08-27 4 D 0 19908 0.00 D 2013-11-13 Common Stock ($.0001 par value) 19908 0 D Stock Appreciation Right 14.54 2009-08-27 4 D 0 29806 0.00 D 2014-11-12 Common Stock ($.0001 par value) 29806 0 D Stock Appreciation Right 11.09 2009-08-27 4 D 0 66921 0.00 D 2015-11-17 Common Stock ($.0001 par value) 66921 0 D Represents stock options cancelled at the Effective Time (as defined in the Merger Agreement), pursuant to the terms of an Agreement and Plan of Merger among the Issuer, Hisamitsu Pharmaceutical Co., Inc. ("Hisamitsu") and certain subsidiaries of Hisamitsu, dated as of July 14, 2009 (the "Merger Agreement"), in exchange for a cash payment of $4,500, representing an amount equal to the number of shares of Issuer's common stock underlying such stock options multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock options. Represents stock options cancelled at the Effective Time, pursuant to the Merger Agreement, in exchange for a cash payment of $65,398.62, representing an amount equal to the number of shares of Issuer's common stock underlying such stock options multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock options. Represents stock appreciation rights cancelled at the Effective Time, pursuant to the Merger Agreement. The reporting person did not receive any cash payment therefor as the exercise price exceeded the tender offer price of $16.50. Represents stock appreciation rights cancelled at the Effective Time, pursuant to the Merger Agreement, in exchange for a cash payment of $58,419.76, representing an amount equal to the number of shares of Issuer's common stock underlying such stock appreciation rights multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock appreciation rights. Represents stock appreciation rights cancelled at the Effective Time, pursuant to the Merger Agreement, in exchange for a cash payment of $362,042.61, representing an amount equal to the number of shares of Issuer's common stock underlying such stock appreciation rights multiplied by the tender offer price of $16.50 per share, less the aggregate exercise price of the stock appreciation rights. Due to a clerical rounding error, the previous Form 4 reporting this grant of stock appreciation rights incorrectly overstated by one each of (i) the number of stock appreciation rights granted, and (ii) the number of shares of common stock underlying such stock appreciation rights. /s/ Richard P. Gilbert 2009-08-27 -----END PRIVACY-ENHANCED MESSAGE-----