Statement of Changes in Beneficial Ownership (4)
30 January 2015 - 2:40PM
Edgar (US Regulatory)
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tursi James Patrick
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2. Issuer Name
and
Ticker or Trading Symbol
AUXILIUM PHARMACEUTICALS INC
[
AUXL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
C/O AUXILIUM PHARMACEUTICALS, INC., 640 LEE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2015
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(Street)
CHESTERBROOK, PA 19087
(City)
(State)
(Zip)
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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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/29/2015
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J
(1)
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3398
(2)
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D
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$0.00
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29236
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D
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Common Stock
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1/29/2015
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J
(3)
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29236
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D
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$36.53
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Nonqualified Employee Stock Option (Right to Buy)
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$30.15
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1/29/2015
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J
(4)
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25000
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3/23/2010
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3/23/2019
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Common Stock
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25000
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$36.53
(4)
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0
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D
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Nonqualified Employee Stock Option (Right to Buy)
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$30.20
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1/29/2015
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J
(4)
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13000
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2/28/2011
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2/28/2020
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Common Stock
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13000
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$36.53
(4)
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0
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D
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Nonqualified Employee Stock Option (Right to Buy)
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$22.04
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1/29/2015
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J
(4)
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2438
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2/17/2012
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2/17/2021
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Common Stock
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2438
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$36.53
(4)
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0
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D
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Nonqualified Employe Stock Option (Right to Buy)
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$14.10
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1/29/2015
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J
(4)
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12500
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8/8/2012
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8/8/2021
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Common Stock
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12500
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$36.53
(4)
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0
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D
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Nonqualified Employee Stock Option (Right to Buy)
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$19.51
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1/29/2015
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J
(4)
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28500
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2/14/2013
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2/13/2022
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Common Stock
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28500
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$36.53
(4)
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0
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D
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Nonqualified Employee Stock Option (Right to Buy)
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$18.30
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1/29/2015
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J
(4)
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24750
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2/7/2014
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2/7/2023
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Common Stock
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24750
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$36.53
(4)
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0
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D
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Nonqualified Employee Stock Option (Right to Buy)
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$28.30
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1/29/2015
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J
(4)
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35000
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2/18/2015
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2/17/2024
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Common Stock
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35000
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$36.53
(4)
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0
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D
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Explanation of Responses:
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(
1)
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In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these shares were exchanged for consideration comprised of a mix of cash and shares of Endo International plc, as determined pursuant to the Merger Agreement.
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(
2)
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Includes 730 shares acquired under the Auxilium Pharmaceuticals, Inc. 2006 Employee Stock Purchase Plan.
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(
3)
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In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these restricted stock units were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.
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(
4)
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In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the "Merger Agreement"), among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc., as of the effective time of the closing of the merger on January 29, 2015, these options were cancelled in exchange for a cash payment determined pursuant to the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tursi James Patrick
C/O AUXILIUM PHARMACEUTICALS, INC.
640 LEE ROAD
CHESTERBROOK, PA 19087
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Chief Medical Officer
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Signatures
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/s/ Michael J. Purvis, as attorney-in-fact on behalf of James P. Tursi, M.D.
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1/30/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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