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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option | $ 7.66 | 09/10/2008 | D | 26,064 | (2) | 05/19/2016 | Common Stock | 26,064 | $ 15.34 | 0 | D | ||||
Nonqualified Stock Option (Right to Purchase) | $ 7.66 | 09/10/2008 | D | 42,300 | (3) | 05/19/2016 | Common Stock | 42,300 | $ 15.34 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Maroun Richard E C/O APP PHARMACEUTICALS, INC. 1501 EAST WOODFIELD RD, SUITE 300 EAST SCHAUMBURG, IL 60173 |
Chief Administrative Officer |
/s/ Richard Maroun | 09/15/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 6, 2008, among Fresenius SE, Fresenenius Kabi Pharmaceuticals Holding, Inc. (formerly Frensenius Kabi Pharmaceuticals Holding LLC), Fresenius Kabi Pharmaceuticals, LLC (?Merger Sub?) and APP Pharmaceuticals, Inc. (?APP?), whereby Merger Sub merged into APP with APP continuing as the surviving company and an indirect wholly owned subsidiary of Fresenius SE (the ?Merger?), in exchange for (x) an amount in cash equal to $23.00 plus (y) a contingent value right issued by Holdco. |
(2) | Pursuant to the Merger, this option, which was granted on May 19, 2006 and 25% of which vests per year for four years from the anniversary of the grant date, was cancelled in exchange for a cash payment of $199,650, which represents the excess of $23.00 per share over the exercise price per share of this option. |
(3) | Pursuant to the Merger, this option, which was granted on May 19, 2006 and 25% of which vests per year for four years from the anniversary of the grant date, was cancelled in exchange for a cash payment of $324,018, which represents the excess of $23.00 per share over the exercise price per share of this option. |