-----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, KIshHOp0L8W0XRymC/6oqAJHxNw5HpYMcfMFkBixOT7ke7Q9NxN12YfJxWiGt5rw 8bdtm2XbUQGi42Db3IT9VQ== 0000086312-04-000064.txt : 20040702 0000086312-04-000064.hdr.sgml : 20040702 20040702123027 ACCESSION NUMBER: 0000086312-04-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040701 FILED AS OF DATE: 20040702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04898411 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER NAME: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER NAME: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER NAME: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO CENTRAL INDEX KEY: 0000316747 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04898409 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6153105458 FORMER NAME: FORMER CONFORMED NAME: SAINT PAUL FIRE & MARINE INSURANCE CO DATE OF NAME CHANGE: 19600201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANTARUS INC CENTRAL INDEX KEY: 0001172480 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330734433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10590 W OCEAN AIR DR STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8583145700 MAIL ADDRESS: STREET 1: 10590 W OCEAN AIR DRIVE STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Split Rock Partners LLC CENTRAL INDEX KEY: 0001295357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50651 FILM NUMBER: 04898407 BUSINESS ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: 952- 995-7474 MAIL ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-07-01 0 0001172480 SANTARUS INC SNTS 0000086312 ST PAUL TRAVELERS COMPANIES INC 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0000316747 ST PAUL FIRE & MARINE INSURANCE CO 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0001295357 Split Rock Partners LLC 10400 VIKING DR SUITE 550 MINNEAPOLIS MN 55344 0 0 1 0 Common Stock 2279597 I see footnote Common Stock 293133 I see footnote Common Stock 21323 I see footnote Common Stock 754103 I see footnote Common Stock 143949 I see footnote Common Stock 543225 I see footnote Common Stock 110401 I see footnote Common Stock 227531 I see footnote Common Stock Warrant (right to buy) 6.0386 2001-02-28 2006-05-01 Common Stock 28315 28315 I see footnote Common Stock Warrant (right to buy) 6.0386 2001-02-28 2006-05-01 Common Stock 16560 16560 I see footnote See footnote 1 on Exhibit 99.2 See footnote 2 on Exhibit 99.2 See footnote 3 on Exhibit 99.2 See footnote 4 on Exhibit 99.2 See footnote 5 on Exhibit 99.2 See footnote 6 on Exhibit 99.2 See footnote 7 on Exhibit 99.2 See footnote 8 on Exhibit 99.2 See Exhibit 99.1 for joint filer information See Exhibit 99.2 for footnote disclosures /s/ Bruce A. Backberg, Senior Vice President 2004-07-02 EX-99.1 2 exh99-1.txt JOINT FILER INFORMATION Exhibit 99.1 - Joint Filer Information Name: St. Paul Fire and Marine Insurance Company Address: 385 Washington Street St. Paul, MN 55102 Designated Filer: The St. Paul Travelers Companies, Inc. Issuer & Trading Symbol: Santarus, Inc. (SNTS) Date of Event Requiring Statement: 7/1/04 Signature: By: /s/ Steven L.P. Schwen Its: Authorized Representative Name: Split Rock Partners, LLC Address: 10400 Viking Drive, Suite 550 Eden Prairie, MN 55344 Designated Filer: The St. Paul Travelers Companies, Inc. Issuer & Trading Symbol: Santarus, Inc. (SNTS) Date of Event Requiring Statement: 7/1/04 Signature: By: /s/ Steven L.P. Schwen Its: Chief Financial Officer EX-99.2 3 exh99-2.txt FOOTNOTE DISCLOSURES Exhibit 99.2 - Footnote Disclosure (1) Represents securities held directly by St. Paul Venture Capital VI, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., has the right to appoint a majority of the members of the board of directors of St. Paul Venture Capital VI, LLC, and owns a controlling interest of St. Paul Venture Capital VI, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (2) Represents securities held directly by Windamere, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Windamere, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., owns a controlling interest of Windamere, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (3) Represents securities held directly by St. Paul Venture Capital Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (4) Represents securities held directly by St. Paul Venture Capital IV, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., has the right to appoint a majority of the members of the board of directors of St. Paul Venture Capital IV, LLC, and owns a controlling interest of St. Paul Venture Capital IV, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (5) Represents securities held directly by St. Paul Venture Capital V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., has the right to appoint a majority of the members of the board of directors of St. Paul Venture Capital V, LLC, and owns a controlling interest of St. Paul Venture Capital V, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (6) Represents securities held directly by Fog City Fund, LLC. Voting and investment power over the shares are generally held by the managing member of Fog City Fund, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Fog City Fund, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Fog City Fund, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., owns a controlling interest of Fog City Fund, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (7) Represents securities held directly by Windamere II, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere II, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere II, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Windamere II, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., owns a controlling interest of Windamere II, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (8) Represents securities held directly by Windamere III, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere III, LLC; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere III, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Windamere III, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The St. Paul Travelers Companies, Inc., owns a controlling interest of Windamere III, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The St. Paul Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. -----END PRIVACY-ENHANCED MESSAGE-----