| 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
MEDAREX INC [ MEDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/1994 | ||||||||||||||||||||||||||
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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 par value per share | 11/05/2003 | M | 65,178 | A | $0 | 36,909 | D | |||
| Common Stock, $.01 par value per share | 11/05/2003 | S | 32,589 | D | $7.1217 | 0 | D | |||
| Common Stock, $.01 par value per share | 30,000 | I | by Spouse | |||||||
| Common Stock, $.01 par value per share | 43,072 | I | by Children | |||||||
| Common Stock, $.01 par value per share | 25,000 | I | by GRAT(1) | |||||||
| Common Stock, $.01 par value per share | 100,000 | I | by GRAT(2) | |||||||
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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 Options (Right to Buy) | $2.125 | 08/22/1994 | A | 100,000 | 08/22/1995 | 08/21/2004 | Common Stock | 100,000(3) | $0 | 100,000 | D | ||||
| Stock Options (Right to Buy) | $2.3125 | 06/06/1995 | A | 100,000 | 06/06/1996 | 06/05/2005 | Common Stock | 100,000(3) | $0 | 100,000 | D | ||||
| Stock Options (Right to Buy) | $3.22 | 04/24/1996 | A | 40,000 | 08/24/1996 | 04/23/2006 | Common Stock | 40,000(3) | $0 | 40,000 | D | ||||
| Stock Options (Right to Buy) | $3.43 | 11/01/1999 | A | 224,000 | 05/01/1999 | 10/31/2009 | Common Stock | 224,000(3) | $0 | 224,000 | D | ||||
| Stock Options (Right to Buy) | $45.2 | 10/13/2000 | A | 43,788 | 04/13/2001 | 10/12/2010 | Common Stock | 43,788(3) | $0 | 43,788 | D | ||||
| Stock Options (Right to Buy) | $45.2 | 10/13/2000 | A | 2,212 | 10/13/2001 | 10/12/2010 | Common Stock | 2,212(3) | $0 | 2,212 | D | ||||
| Stock Options (Right to Buy) | $27.81 | 01/09/2001 | A | 116,405 | 07/09/2001 | 01/08/2011 | Common Stock | 116,405(3) | $0 | 116,405 | D | ||||
| Stock Options (Right to Buy) | $27.81 | 01/09/2001 | A | 3,595 | 01/09/2002 | 01/08/2011 | Common Stock | 3,595(3) | $0 | 3,595 | D | ||||
| Stock Options (Right to Buy) | $12.9 | 09/19/2001 | A | 400,000 | 09/19/2002(4) | 09/18/2011 | Common Stock | 400,000(3) | $0 | 400,000 | D | ||||
| Stock Options (Right to Buy) | $6.37 | 07/11/2002 | A | 300,000 | 07/11/2003(5) | 07/10/2012 | Common Stock | 300,000(3) | $0 | 300,000 | D | ||||
| Stock Options (Right to Buy) | $2.8 | 03/06/2003 | A | 107,000 | 03/06/2004(6) | 03/05/2013 | Common Stock | 107,000(3) | $0 | 107,000 | D | ||||
| Phantom Stock Units(7) | $0 | 11/05/2003 | M | 65,178 | 05/05/2002(7) | 02/05/2005(7) | Common Stock | 65,178(3) | $0 | 325,888 | D | ||||
| Stock Options (Right to Buy) | $5.59 | 07/24/2003 | A | 14,000 | 01/24/2004 | 07/23/2013 | Common Stock | 14,000(3) | $0 | 14,000 | D | ||||
| Stock Options (Right to Buy) | $0 | 08/08/1988(10) | 08/08/1988(10) | Common Stock | 0 | 278,000 | I | by Spouse(8) | |||||||
| Stock Options (Right to Buy) | $7.155 | 10/14/2003 | A | 500,000 | 10/14/2004(9) | 10/13/2013 | Common Stock | 500,000(3) | $0 | 500,000 | D | ||||
| Explanation of Responses: |
| 1. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annunity trust on December 30, 2002. |
| 2. These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annunity trust on August 29, 2003. |
| 3. All share amounts reflect the Company's 2 for 1 stock split effected October 27, 2000. |
| 4. Options representing 100,000 shares vest on September 19,2002. The remainig options vest in 36 equal monthly installments beginning on October 19,2002. |
| 5. Options representing 75,000 shares vested on July 11, 2003. The remaining options vest in 36 equal monthly installments beginning on August 11, 2003. |
| 6. Options representing 26,750 shares vest on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004. |
| 7. Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units were acquired under the Company's Executive Deferred Compensation Plan in connection with the exercise of certain stock options which were scheduled to expire on June 15, 1999. The phantom stock units are settled 100% in shares of the Company's common stock in equal quarterly installments. The first installment was made on May 5, 2002. |
| 8. In addition to the options set forth above, Mr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 278,000 shares of Company common stock, which are owned by his wife. Mr. Drakeman disclaims beneficial ownership of all such securities. |
| 9. Options representing 125,000 shares vest on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004. |
| 10. In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. 08/08/1988 is not a transaction date related to these securities. |
| Donald L. Drakeman | 11/05/2003 | |
| ** 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. | ||