0001179110-13-015568.txt : 20131016 0001179110-13-015568.hdr.sgml : 20131016 20131016193154 ACCESSION NUMBER: 0001179110-13-015568 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131011 FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Astex Pharmaceuticals, Inc CENTRAL INDEX KEY: 0000919722 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911841574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: SUITE 200 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9255600100 MAIL ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: STE 200 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: SUPERGEN INC DATE OF NAME CHANGE: 19960125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buckland Martin CENTRAL INDEX KEY: 0001525784 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27628 FILM NUMBER: 131155040 MAIL ADDRESS: STREET 1: 436 CAMBRIDGE SCIENCE PARK STREET 2: MILTON ROAD CITY: CAMBRIDGE STATE: X0 ZIP: CB40QA 4 1 edgar.xml FORM 4 - X0306 4 2013-10-11 1 0000919722 Astex Pharmaceuticals, Inc ASTX 0001525784 Buckland Martin C/O ASTEX PHARMACEUTICALS 436 CAMBRIDGE SCIENCE PARK MILTON ROAD CAMBRIDGE X0 CB4 0QA UNITED KINGDOM 0 1 0 0 Chief Business Officer Common Stock 2013-10-11 4 U 0 5963 D 0 D Employee Stock Option (Right to buy) .70 2013-10-11 4 D 0 52384 D 2011-07-20 2014-09-30 Common Stock 52384 0 D Employee Stock Option (Right to buy) 0.84 2013-10-11 4 D 0 26192 D 2011-07-20 2015-12-01 Common Stock 26192 0 D Employee Stock Option (Right to buy) .87 2013-10-11 4 D 0 19644 D 2011-07-20 2016-12-01 Common Stock 19644 0 D Employee Stock Option (Right to buy) .73 2013-10-11 4 D 0 26192 D 2018-06-24 Common Stock 26192 0 D Employee Stock Option (Right to buy) .79 2013-10-11 4 D 0 32085 D 2019-06-22 Common Stock 32085 0 D Employee Stock Option (Right to buy) .92 2013-10-11 4 D 0 98220 D 2020-05-28 Common Stock 98220 0 D Employee Stock Option (Right to buy) 2.21 2013-10-11 4 D 0 150000 D 2021-09-16 Common Stock 150000 0 D Employee Stock Option (Right to buy) 1.89 2013-10-11 4 D 0 180000 D 2022-03-07 Common Stock 180000 0 D Employee Stock Option (Right to buy) 2.71 2013-10-11 4 D 0 180000 D 2022-12-06 Common Stock 180000 0 D The number of shares disposed of represents 5,963 shares acquired under the Issuer's 2008 Employee Stock Purchase Plan. Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $408,595.20, which represents the difference between $8.50 and the exercise price of the option per share. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $200,630,72, which represents the difference between $8.50 and the exercise price of the option per share. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $149,833.72, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/4th of the shares on June 24, 2009 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $203,511.84, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/4th of the shares on June 22, 2010 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $247,375.35, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/4th of the shares on May 28, 2011 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $744,507.60, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/4th of the shares on September 16, 2012 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $943,500.00, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/48th of the shares on April 7, 2012 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,189,800.00, which represents the difference between $8.50 and the exercise price of the option per share. The option originally provided for vesting as to 1/48th of the shares on January 6, 2013 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,042,200.00, which represents the difference between $8.50 and the exercise price of the option per share. /s/ Martin Buckland 2013-10-16