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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Biosphere Medical (MM) | NASDAQ:BSMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.38 | 0 | 01:00:00 |
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
SEPRACOR INC /DE/ |
2. Issuer Name
and
Ticker or Trading Symbol
BIOSPHERE MEDICAL INC [ BSMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
84 WATERFORD DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
MARLBOROUGH, MA 01752 |
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 | 9/7/2010 | C | 1205000 | A | (1) | 4429333 | D | |||
Common Stock | 9/10/2010 | D | 4429333 (2) | D | $4.38 | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
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 | ||||||||
Series A Convertible Preferred Stock | $4.00 (3) | 9/7/2010 | C | 4820 | 11/10/2004 | (4) | Common Stock | 1205000 | $1000 | 0 | D |
Explanation of Responses: | |
( 1) | Pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of BioSphere Medical, Inc. ("BioSphere"), as amended ("Certificate of Designations"), Sepracor Inc. converted 4,820 shares of Series A Convertible Preferred Stock, $0.01 par value per share ("Series A Convertible Preferred Stock"), of BioSphere into 1,205,000 shares of Common Stock, $0.01 par value per share ("Common Stock"), of BioSphere. |
( 2) | Reflects shares of Common Stock that were exchanged for a cash payment of $4.38 per share in connection with the merger of Merit BioAcquistion Co. with and into BioSphere. |
( 3) | Pursuant to the terms of the Certificate of Designations, shares of Series A Convertible Preferred Stock are convertible into such number of shares of Common Stock as is obtained by: (i) multiplying the number of shares of Series A Convertible Preferred Stock to be converted by $1,000, subject to certain adjustments, and adding to such product an amount equal to all declared but unpaid dividends and all accrued but unpaid dividends with respect to such shares; and (ii) dividing the result obtained pursuant to clause (i) by a conversion price of $4.00 per share, subject to certain adjustments. |
( 4) | Not applicable -- there is no expiration date for the Series A Convertible Preferred Stock. |
Reporting Owners
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
SEPRACOR INC /DE/
84 WATERFORD DRIVE MARLBOROUGH, MA 01752 |
|
X |
|
|
Signatures
|
||
/s/ Mark J. Wanda | 9/14/2010 | |
** 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 control number. |
1 Year Biosphere Medical (MM) Chart |
1 Month Biosphere Medical (MM) Chart |
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