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JNP Juniper Pharmaceuticals, Inc. (delisted)

11.50
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Juniper Pharmaceuticals, Inc. (delisted) NASDAQ:JNP 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% 11.50 11.45 11.60 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

15/08/2018 9:24pm

Edgar (US Regulatory)


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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Patel Nikin
2. Issuer Name and Ticker or Trading Symbol

JUNIPER PHARMACEUTICALS INC [ JNP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O JUNIPER PHARMACEUTICALS INC., 33 ARCH STREET, SUITE 3110
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2018
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
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   8/14/2018     M    40000   A $7.90   264784   D    
Common Stock   8/14/2018     M    10000   A $4.05   274784   D    
Common Stock   8/14/2018     M    53000   A $5.15   327784   D    
Common Stock   8/14/2018     M    50000   A $7.82   377784   D    
Common Stock   8/14/2018     M    32000   A $5.56   409784   D    
Common Stock   8/14/2018     M    32000   A $7.05   441784   D    
Common Stock   8/14/2018     F    123823   (1) D $11.50   317961   D    
Common Stock   8/14/2018     A    10500   D $11.50   328461   (2) 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
Employee Stock Option (right to buy)   $7.90   8/14/2018     M         40000      (3) 2/9/2025   Common Stock   40000     (3) 0   D    
Employee Stock Option (right to buy)   $4.05   8/14/2018     M         10000      (3) 4/11/2024   Common Stock   10000     (3) 0   D    
Employee Stock Option (right to buy)   $5.15   8/14/2018     M         53000      (3) 3/3/2024   Common Stock   53000     (3) 0   D    
Employee Stock Option (right to buy)   $7.82   8/14/2018     M         50000      (3) 2/19/2023   Common Stock   50000     (3) 0   D    
Employee Stock Option (right to buy)   $5.56   8/14/2018     M         32000      (3) 2/11/2022   Common Stock   32000     (3) 0   D    
Employee Stock Option (right to buy)   $7.05   8/14/2018     M         32000      (3) 3/10/2021   Common Stock   32000     (3) 0   D    

Explanation of Responses:
(1)  123,823 shares at $11.50 per share were withheld and surrendered to the Issuer as part of a net cashless exercise in connection with the merger.
(2)  Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Catalent Pharma Solutions, Inc., Catalent Boston, Inc. and Juniper Pharmaceuticals Inc. (the "Issuer") dated as of July 2, 2018. At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each share of outstanding Issuer common stock (other than appraisal shares and certain other shares), and each outstanding and unexercised Issuer stock option (whether vested or unvested) and each outstanding unvested restricted stock unit, immediately prior to the Effective Time were cancelled in exchange for $11.50 per share, net in cash, without interest, less any applicable taxes and applicable exercise price for the stock option (the "Offer Price").
(3)  This option vests automatically upon a change in control, which occurred when the tender offer contemplated by the Merger Agreement was completed on August 14, 2018. This option was exercised immediately prior to the Effective Time of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Patel Nikin
C/O JUNIPER PHARMACEUTICALS INC.
33 ARCH STREET, SUITE 3110
BOSTON, MA 02110
X
Chief Operating Officer

Signatures
/s/ Jeffrey Young, Attorney-in-Fact 8/15/2018
** 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 Juniper Pharmaceuticals, Inc. Chart

1 Year Juniper Pharmaceuticals, Inc. Chart

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1 Month Juniper Pharmaceuticals, Inc. Chart