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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cornerstone Therapeutics Inc. (MM) | NASDAQ:CRTXD | 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% | 2.96 | 0 | 00:00:00 |
FORM 4
[ ]
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
*
Collard Craig A |
2. Issuer Name
and
Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [ CRTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President and CEO |
C/O CORNERSTONE THERAPEUTICS INC., 2000 REGENCY PARKWAY, SUITE 255 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
CARY, NC 27518 |
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 | 10/31/2008 | A | 3202225 | A | (1) | 3202225 | I | By Cornerstone BioPharma Holdings, Ltd. | ||
Common Stock | 10/31/2008 | A | 1443913 | A | (2) | 4646138 | I | By Carolina Pharmaceuticals Ltd. (3) |
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 | ||||||||
Option to Purchase Common Stock (Right to Buy) | $0.43 | 10/31/2008 | A | 11904 | 10/31/2008 | 8/1/2015 | Common Stock | 11904 | (4) | 11904 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $1.77 | 10/31/2008 | A | 238083 | (5) | 3/16/2017 | Common Stock | 238083 | (6) | 249987 | D | ||||
Option to Purchase Common Stock (Right to Buy) | $3.90 | 10/31/2008 | A | 35712 | (7) | 10/31/2018 | Common Stock | 35712 | (8) | 285699 | D |
Explanation of Responses: | |
( 1) | Received in exchange for 13,450,000 shares of Cornerstone BioPharma Holdings, Inc. ("CBPHI") common stock in connection with the merger of Neptune Acquisition Corp., a wholly owned subsidiary of Critical Therapeutics, Inc., into CBPHI (the "Merger") based on an exchange ratio of 0.2380837. |
( 2) | Received in exchange for 6,064,731 shares of CBPHI common stock in connection with the Merger based on an exchage ratio of 0.2380837. |
( 3) | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
( 4) | Received in the Merger in exchange for stock options to acquire 50,000 shares of CBPHI common stock for $0.10 per share based on an exchange ratio of 0.2380837. |
( 5) | The vesting schedule for this option award is 25% on March 16, 2008, 25% on March 16, 2009, 25% on March 16, 2010, and 25% on March 16, 2011. |
( 6) | Received in the Merger in exchange for stock options to acquire 1,000,000 shares of CBPHI common stock for $0.42 per share based on an exchange ratio of 0.2380837. |
( 7) | The vesting schedule for this option award is 25% on March 15, 2009, 25% on March 15, 2010, 25% on March 15, 2011, and 25% on March 15, 2012. |
( 8) | Received in the Merger in exchange for stock options to acquire 150,000 shares of CBPHI common stock for $0.93 per share based on an exchange ratio of 0.2380837. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Collard Craig A
C/O CORNERSTONE THERAPEUTICS INC. 2000 REGENCY PARKWAY, SUITE 255 CARY, NC 27518 |
X | X | President and CEO |
|
Signatures
|
||
/s/ David Price, attorney in fact for Craig A. Collard pursuant to a power of attorney | 11/3/2008 | |
** 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 Cornerstone Therapeutics Inc. (MM) Chart |
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