Filing Details
- Accession Number:
- 0001209191-18-049381
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-09-04 19:45:48
- Reporting Period:
- 2018-08-30
- Accepted Time:
- 2018-09-04 19:45:48
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1619087 | Steadymed Ltd. | STDY | Pharmaceutical Preparations (2834) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1637053 | Keith Bank | C/O Steadymed Therapeutics, Inc. 2603 Camino Ramon, Suite 350 San Ramon CA 94583 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Disposition | 2018-08-30 | 29,830 | $4.46 | 0 | No | 4 | S | Direct | |
| Ordinary Shares | Disposition | 2018-08-30 | 266,257 | $4.46 | 0 | No | 4 | S | Indirect | See Footnote |
| Ordinary Shares | Disposition | 2018-08-30 | 2,088,258 | $4.46 | 0 | No | 4 | S | Indirect | See Footnote |
| Ordinary Shares | Disposition | 2018-08-30 | 25,000 | $4.46 | 0 | No | 4 | S | Indirect | By the Barbara Bank Irrevocable Trust |
| Ordinary Shares | Disposition | 2018-08-30 | 181,025 | $4.46 | 0 | No | 4 | S | Indirect | See Footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | See Footnote |
| No | 4 | S | Indirect | See Footnote |
| No | 4 | S | Indirect | By the Barbara Bank Irrevocable Trust |
| No | 4 | S | Indirect | See Footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Ordinary Shares | Stock Option (Rt to Buy) | Disposition | 2018-08-30 | 9,928 | $0.00 | 9,928 | $3.61 |
| Ordinary Shares | Stock Option (Rt to Buy) | Disposition | 2018-08-30 | 15,492 | $0.00 | 15,492 | $3.61 |
| Ordinary Shares | Stock Options (Rt to Buy) | Disposition | 2018-08-30 | 5,479 | $0.00 | 5,479 | $3.61 |
| Ordinary Shares | Stock Options (Rt to Buy) | Disposition | 2018-08-30 | 19,739 | $0.00 | 19,379 | $5.84 |
| Ordinary Shares | Stock Options (Rt to Buy) | Disposition | 2018-08-30 | 33,350 | $0.00 | 33,350 | $5.60 |
| Ordinary Shares | Stock Options (Rt to Buy) | Disposition | 2018-08-30 | 3,875 | $0.00 | 3,875 | $3.85 |
| Ordinary Shares | Stock Options (Rt to Buy) | Disposition | 2018-08-30 | 21,029 | $0.00 | 21,029 | $3.65 |
| Ordinary Shares | Warrants to Purchase Ordinary Shares | Disposition | 2018-08-30 | 266,257 | $0.13 | 266,257 | $3.60 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2020-07-10 | No | 4 | J | Direct | |
| 0 | 2022-01-25 | No | 4 | J | Direct | |
| 0 | 2022-01-25 | No | 4 | J | Direct | |
| 0 | 2022-01-25 | No | 4 | J | Direct | |
| 0 | 2025-08-06 | No | 4 | J | Direct | |
| 0 | 2026-10-05 | No | 4 | J | Direct | |
| 0 | 2017-12-28 | No | 4 | J | Direct | |
| 0 | 2021-08-03 | No | 4 | J | Indirect |
Footnotes
- Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). Under the Merger Agreement, at the effective time of the merger (the "Effective Time"), each outstanding ordinary share of the Issuer was converted into the right to receive (1) $4.46 in cash plus (2) one contractual contingent value right (a "CVR"), which represents the right to receive $2.63 in cash upon the achievement of a specified milestone (the "Milestone").
- By SteadyMed Investors III LLC. The Reporting Person is a Managing Member of SteadyMed Investors III LLC.
- By SteadyMed Investors III LLC. The Reporting Person is a Managing Member of SteadyMed Investors III LLC.
- By SteadyMed Investors II, LLC. The Reporting Person is a Managing Member of SteadyMed Investors II, LLC.
- Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding in-the-money option, whether vested or unvested, was converted into the right to receive (1) a cash payment equal to (x) the excess, if any, of $4.46 over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time and (2) a number of CVRs equal to the total number of shares subject to such option immediately prior to the Effective Time.
- Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding out-of-the-money option, whether vested or unvested, was converted into the right to receive a cash payment, if and when the Milestone is achieved, equal to (x) the excess, if any, of the sum of (1) $4.46 and (2) the contingent consideration actually payable per CVR over the exercise price payable under such option, multiplied by (y) the total number of shares subject to such option immediately prior to the Effective Time.
- Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among United Therapeutics Corporation ("United"), Daniel 24043 Acquisition Corp., a wholly-owned subsidiary of United, and the Issuer (the "Merger Agreement"). At the Effective Time, each outstanding warrant to purchase ordinary shares of the Issuer issued in 2016 was converted into the right to receive $2.71.
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