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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Memory Pharmaceuticals Corp (MM) | NASDAQ:MEMY | 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% | 0.606 | 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
*
FLEMING JONATHAN |
2. Issuer Name
and
Ticker or Trading Symbol
MEMORY PHARMACEUTICALS CORP [ MEMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
222 BERKELEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
BOSTON, MA 02116 |
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 | 1/1/2009 | U | 3595503 | D | $.61 | 0 | I | By Oxford Bioscience Partners IV L.P. (1) | ||
Common Stock | 1/1/2009 | U | 36076 | D | $.61 | 0 | I | By mRNA Fund II L.P. (2) | ||
Common Stock | 1/1/2009 | U | 357715 | D | $.61 | 0 | I | By Oxford Bioscience Partners II L.P. (3) | ||
Common Stock | 1/1/2009 | U | 100306 | D | $.61 | 0 | I | By Oxford Bioscience Partners (Adjunct) II L.P. (4) | ||
Common Stock | 1/1/2009 | U | 352679 | D | $.61 | 0 | I | By Oxford Bioscience Partners (GS-Adjunct) II L.P. (5) | ||
Common Stock | 1/1/2009 | U | 1283317 | D | $.61 | 0 | I | By Oxford Bioscience Partners II (Annex) L.P. (6) | ||
Common Stock | 1/1/2009 | U | 267844 | D | $.61 | 0 | I | By Oxford Bioscience Partners (Bermuda) II Limited Partnership (7) |
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 | ||||||||
Stock Option (Right to Buy) | $.41 | 1/5/2009 | D | 10000 | (8) | 6/12/2018 | Common Stock | 10000 | $0 | 0 | D |
|
Explanation of Responses: | |
( 1) | Securities held of record by Oxford Bioscience Partners IV L.P. ("Oxford"). Jonathan Fleming ("Fleming") is a general partner of the sole general partner of Oxford. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford, except to the extent of his actual pecuniary interest therein. |
( 2) | Securities held of record by mRNA Fund II L.P. ("mRNA II"). Fleming is a general partner of the sole general partner of mRNA II. Fleming expressly disclaims beneficial ownership of all shares held of record by mRNA II, except to the extent of his actual pecuniary interest therein. |
( 3) | Securities held of record by Oxford Bioscience Partners II L.P. ("Oxford II"). Fleming is a general partner of the sole general partner of Oxford II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II, except to the extent of his actual pecuniary interest therein. |
( 4) | Securities held of record by Oxford Bioscience Partners (Adjunct) II L.P. ("Oxford Adjunct II"). Fleming is a general partner of the sole general partner of Oxford Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Adjunct II, except to the extent of his actual pecuniary interest therein. |
( 5) | Securities held of record by Oxford Bioscience Partners (GS-Adjunct) II L.P. ("Oxford GS-Adjunct II"). Fleming is a general partner of the sole general partner of Oxford GS-Adjunct II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford GS-Adjunct II, except to the extent of his actual pecuniary interest therein. |
( 6) | Securities held of record by Oxford Bioscience Partners II (Annex) L.P. ("Oxford II Annex"). Fleming is a general partner of the sole general partner of Oxford II Annex. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford II Annex, except to the extent of his actual pecuniary interest therein. |
( 7) | Securities held of record by Oxford Bioscience Partners (Bermuda) II Limited Partnership ("Oxford Bermuda II"). Fleming is a general partner of the sole general partner of Oxford Bermuda II. Fleming expressly disclaims beneficial ownership of all shares held of record by Oxford Bermuda II, except to the extent of his actual pecuniary interest therein. |
( 8) | This option, which provided for vesting in full on the first anniversary of the grant date, was canceled in connection with the Issuer's merger with 900 North Point Acquisition Corporation on January 5, 2009. In exchange, Fleming received a cash payment of $2,000, which represents the difference between the exercise price of the option and the offer price of $0.61 per share multiplied by the number of shares underlying the option. |
Reporting Owners
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Reporting Owner Name / Address |
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||||
Director | 10% Owner | Officer | Other | ||
FLEMING JONATHAN
222 BERKELEY STREET BOSTON, MA 02116 |
X |
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Signatures
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||
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming | 1/5/2009 | |
** 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. |
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