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Name | Symbol | Market | Type |
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Davis Select US Equity | NASDAQ:DUSA | NASDAQ | Exchange Traded Fund |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 32.78 | 32.00 | 32.89 | 0 | 01:00:00 |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person
*
CHRISTOPHER RICHARD |
2. Issuer Name
and
Ticker or Trading Symbol
DUSA PHARMACEUTICALS INC [ DUSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) VP Finance & CFO |
C/O DUSA PHARMACEUTICALS, INC., 25 UPTON DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
WILMINGTON, MA 01887 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | 12/20/2012 | U | 66862 | D | $8.00 | 0 | D | |||
Common Stock (1) | 12/20/2012 | U | 209150 | D | $8.00 | 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 | ||||||||
Non-qualified Stock Options | $9.92 | 12/20/2012 | D | 20000 | 3/18/2005 | 3/18/2014 | Common Stock | 20000 | (2) | 0 (2) | D | ||||
Non-qualified Stock Options | $10.00 | 12/20/2012 | D | 25000 | 3/17/2006 | 3/16/2015 | Common Stock | 25000 | (2) | 0 (2) | D | ||||
Non-qualified Stock Options | $6.75 | 12/20/2012 | D | 20000 | 3/27/2007 | 3/26/2016 | Common Stock | 20000 | (3) | 0 (3) | D | ||||
Non-qualified Stock Options | $3.37 | 12/20/2012 | D | 20000 | 3/20/2008 | 3/20/2014 | Common Stock | 20000 | (3) | 0 (3) | D | ||||
Non-qualified Stock Options | $2.20 | 12/20/2012 | D | 19500 | 5/9/2009 | 5/9/2015 | Common Stock | 19500 | (3) | 0 (3) | D | ||||
Non-qualified Stock Options | $1.22 | 12/20/2012 | D | 37550 | 3/13/2010 | 3/13/2016 | Common Stock | 37550 | (3) | 0 (3) | D | ||||
Non-qualified Stock Options | $1.65 | 12/20/2012 | D | 85000 | 3/5/2011 | 3/4/2017 | Common Stock | 85000 | (3) | 0 (3) | D |
Explanation of Responses: | |
( 1) | These shares are restricted shares. Pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012, by and among, Sun Pharmaceutical Industries Limited as assigned to Caraco Pharmaceuticals Laboratories, Ltd., Caraco Acquisition Corporation and DUSA Pharmaceuticals, Inc. (the "Merger Agreement"), immediately prior to the date and time the merger becomes effective, each restricted share that is then outstanding and unvested shall immediately vest and become nonforfeitable, all restrictions and conditions applicable thereto shall lapse, and each restricted share shall be treated in the same manner as each other share of Company Common Stock in the merger and is cancelled in exchange for the right to receive cash payment for each such restricted share of $8.00. |
( 2) | These stock options were cancelled in accordance with the Merger Agreement, as the exercise price of the options was at or above $8.00, no cash payment was provided. |
( 3) | Pursuant to the Merger Agreement, each in-the-money stock option, whether vested or unvested, that is outstanding immediately prior to the Acceptance Time shall become fully vested immediately prior to the Acceptance Time, and be cancelled as of the Acceptance Time in exchange for the right to receive at such time a lump sum cash payment of an amount equal to (i) the Offer Price less (ii) the exercise price payable in respect of each such share of Company Common Stock issuable under such option, net of applicable taxes, if any, with respect to such option. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
CHRISTOPHER RICHARD
C/O DUSA PHARMACEUTICALS, INC. 25 UPTON DRIVE WILMINGTON, MA 01887 |
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VP Finance & CFO |
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Signatures
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/s/ Richard C. Christopher | 12/20/2012 | |
** 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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