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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 | ||||||||
Common Stock Options (Right to Buy) | $ 2.24 | 09/29/2009 | A(3) | 34,968 | 03/10/2008(5) | 09/10/2017 | Common Stock | 34,968 | $ 0 (3) | 34,968 | D | ||||
Common Stock Options (Right to Buy) | $ 1.89 | 09/29/2009 | A(4) | 23,312 | 02/12/2009(5) | 08/12/2018 | Common Stock | 23,312 | $ 0 (4) | 58,280 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Daley Thomas E C/O RAPTOR PHARMACEUTICAL CORP. 9 COMMERCIAL BLVD., SUITE 200 NOVATO, CA 94949 |
President, Raptor Therapeutics |
/s/ Kim R. Tsuchimoto, CFO, Attorney-in-fact | 10/01/2009 | |
**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) | The reporting person received these shares in exchange for 400,000 shares of Raptor Pharmaceuticals Corp. ("Raptor") in connection with the merger of ECP Acquisition, Inc. ("Merger Sub"), a wholly-owned subsidiary of TorreyPines Therapeutics, Inc. ("TorreyPines", now known as Raptor Pharmaceutical Corp.), with and into Raptor, pursuant to that certain Merger Agreement, dated July 27, 2009, by and among Raptor, TorreyPines and Merger Sub. |
(2) | Unregistered, restricted common stock issued to Mr. Daley pursuant to Section 3.3 of that certain Asset Purchase Agreement dated October 17, 2007, by and between Raptor Therapeutics Inc., (f/k/a Bennu Pharmaceuticals Inc.), Raptor Pharmaceuticals Corp., Thomas E. Daley, and Convivia, Inc. |
(3) | The reporting person received these stock options in exchange for 150,000 stock options to purchase shares of common stock of Raptor Pharmaceuticals Corp. ("Raptor"), for $0.52 per share, in connection with the merger of ECP Acquisition, Inc. ("Merger Sub"), a wholly-owned subsidiary of TorreyPines Therapeutics, Inc. ("TorreyPines", now known as Raptor Pharmaceutical Corp.), with and into Raptor, pursuant to that certain Merger Agreement, dated July 27, 2009, by and among Raptor, TorreyPines and Merger Sub. |
(4) | The reporting person received these stock options in exchange for 100,000 stock options to purchase shares of common stock of Raptor Pharmaceuticals Corp. ("Raptor"), for $0.44 per share, in connection with the merger of ECP Acquisition, Inc. ("Merger Sub"), a wholly-owned subsidiary of TorreyPines Therapeutics, Inc. ("TorreyPines", now known as Raptor Pharmaceutical Corp.), with and into Raptor, pursuant to that certain Merger Agreement, dated July 27, 2009, by and among Raptor, TorreyPines and Merger Sub. |
(5) | Options vest 6/48ths on the six month anniversary of option grant date and 1/48th per month thereafter. |
Remarks: Raptor Therapeutics Inc. is an indirect, wholly-owned subsidiary of the Issuer, Raptor Pharmaceutical Corp. |