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Share Name | Share Symbol | Market | Type |
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Javelin Pharmaceuticals | AMEX:JAV | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Tulipano Stephen J |
2. Issuer Name
and
Ticker or Trading Symbol
JAVELIN PHARMACEUTICALS, INC [ JAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CFO and Secretary |
C/O JAVELIN PHARMACEUTICALS, INC, 125 CAMBRIDGEPARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
CAMBRIDGE, MA 02140 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 6/30/2010 | U | 10115 (1) | D | $2.20 | 0 | D | |||
Restricted Stock Units | 7/2/2010 | D | 12500 (2) | D | $2.20 | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 (right to buy) | $3.70 | 7/2/2010 | D | 150000 (3) | (4) | 5/1/2016 | Common Stock | 150000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $4.98 | 7/2/2010 | D | 45000 (3) | (5) | 1/3/2017 | Common Stock | 45000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $3.53 | 7/2/2010 | D | 60000 (3) | (6) | 1/9/2018 | Common Stock | 60000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $1.07 | 7/2/2010 | D | 89400 (7) | (8) | 1/23/2019 | Common Stock | 89400 | $0 | 0 | D | ||||
Stock Option (right to buy) | $1.15 | 7/2/2010 | D | 44700 (9) | (10) | 3/16/2019 | Common Stock | 44700 | $0 | 0 | D | ||||
Stock Option (right to buy) | $1.26 | 7/2/2010 | D | 75000 (11) | (12) | 5/1/2019 | Common Stock | 75000 | $0 | 0 | D |
Explanation of Responses: | |
( 1) | Pursuant to the Agreement and Plan of Merger, dated April 17, 2010, by and among Hospira, Inc., Discus Acquisition Corporation ("Purchaser") and Javelin Pharmaceuticals, Inc. (the "Company"), Purchaser merged with and into the Company on July 2, 2010 (the "Merger"). These shares, which were outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were immediately canceled and converted at the effective time of the Merger into the right to receive cash consideration equal to $2.20 per share. |
( 2) | These Restricted Stock Units, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and were immediately canceled, terminated and converted into the right to receive a cash payment equal to $2.20 per share. |
( 3) | These options, which were outstanding and unexercised immediately prior to the Effective Time were immediately canceled and terminated. |
( 4) | These options vest in 3 equal annual installments beginning after 5/1/2007. |
( 5) | These options vest in 3 equal annual installments beginning after 1/3/2008. |
( 6) | These options vest in 3 equal annual installments beginning after 1/9/2009. |
( 7) | These options, which were outstanding, unexercised and fully vested immediately prior to the Effective Time were immediately canceled, terminated and converted into the right to receive a cash payment of $101,022.00, representing (a) the difference between the exercise price of the option and the merger consideration of $2.20 per share multiplied by (b) the number of shares subject to the option. |
( 8) | These options vest in 3 equal annual installments beginning after 1/23/2010. |
( 9) | These options, which were outstanding, unexercised and fully vested immediately prior to the Effective Time were immediately canceled, terminated and converted into the right to receive a cash payment of $46,935.00, representing (a) the difference between the exercise price of the option and the merger consideration of $2.20 per share multiplied by (b) the number of shares subject to the option. |
( 10) | These options vest in 3 equal annual installments beginning after 3/16/2010. |
( 11) | These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and were immediately canceled, terminated and converted into the right to receive a cash payment of $70,500.00, representing (a) the difference between the exercise price of the option and the merger consideration of $2.20 per share multiplied by (b) the number of shares subject to the option. |
( 12) | These options vest in 2 equal installments on the first and second anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
Tulipano Stephen J
C/O JAVELIN PHARMACEUTICALS, INC 125 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140 |
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CFO and Secretary |
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Signatures
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/s/ Stephen J. Tulipano | 7/2/2010 | |
** Signature of Reporting Person |
Date
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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 control number. |
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