SEC Form 4
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*
Heady Timothy James
(Last) (First) (Middle)
C/O DARA BIOSCIENCES, INC.
8601 SIX FORKS ROAD, SUITE 160
(Street)
RALEIGH NC 27615
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Midatech Pharma US Inc. [ DARA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/04/2015 12/04/2015 D 2,000 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Option $3.5 12/04/2015 12/04/2015 D 10,000 12/04/2015 08/20/2022 Common Stock 10,000 (2) 0 D
Stock Option $5.05 12/04/2015 12/04/2015 D 6,420 05/10/2013 02/28/2023 Common Stock 6,420 (2) 0 D
Stock Option $3.75 12/04/2015 12/04/2015 D 12,000 05/10/2014 05/10/2023 Common Stock 12,000 (2) 0 D
Stock Option $1.17 12/04/2015 12/04/2015 D 38,462 05/19/2015 05/19/2024 Common Stock 38,462 (2) 0 D
Stock Option $0.79 12/04/2015 12/04/2015 D 32,000 02/09/2015 02/09/2025 Common Stock 32,000 (2) 0 D
Stock Option $0.69 12/04/2015 12/04/2015 D 21,739 09/19/2015 05/19/2025 Common Stock 21,739 (2) 0 D
Stock Option $0.86 12/04/2015 12/04/2015 D 10,901 11/15/2015 09/01/2025 Common Stock 10,901 (2) 0 D
Preferred Stock $0 12/04/2015 12/04/2015 D 5 06/04/2014 (3) Common Stock 4,505 (4) 0 D
Warrants $1.67 12/04/2015 12/04/2015 D 2,252 06/04/2014 06/04/2019 Common Stock 2,252 (5) 0 D
Explanation of Responses:
1. Common stock disposed of pursuant to the Agreement and Plan of Merger among DARA BioSciences, Inc. (DARA) and Midatech Pharma PLC (Midatech) and certain other parties thereto, whereby each share of common stock of DARA was converted into (i) 0.136 American Depository Receipts (Midatech ADRs), with each Midatech ADR representing two Midatech ordinary shares, plus (ii) one contingent value right representing the right to receive contingent payments if specified milestones are achieved within agreed time periods, plus (iii) cash in lieu of fractional Midatech ADRs. The closing price of the Midatech ordinary shares on December 4, 2015, the effective date of the merger was ?2.65.
2. These options were assumed by Midatech in connection with the Merger and replaced with options to purchase 0.136 Midatech ADRs for each DARA option held, at an exercise price equal to the exercise price of the applicable DARA option divided by 0.136.
3. These preferred shares have no expiration date.
4. These preferred shares were purchased by Midatech pursuant to the merger agreement for $1,000 per share for total consideration of $5,000.
5. These warrants were assumed by Midatech in connection with the Merger and replaced with warrants to purchase 0.136 Midatech ADRs for each warrant held at an exercise price equivalent to the exercise price of a DARA option divided by 0.136.
/s/Timothy James Heady 12/07/2015
** 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).
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