Filing Details

Accession Number:
0001181431-11-023874
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-04-13 18:51:58
Reporting Period:
2011-04-12
Filing Date:
2011-04-13
Accepted Time:
2011-04-13 18:51:58
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
716646 Clinical Data Inc CLDA Pharmaceutical Preparations (2834) 042573920
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
38074 Forest Laboratories Inc 909 Third Avenue
New York NY 10022
No No Yes No
1513956 Magnolia Acquisition Corp. C/O Forest Laboratories, Inc.
909 Third Avenue
New York NY 10022
No No Yes No
1514018 C.v. Holding Fl C/O Forest Laboratories, Inc.
909 Third Avenue
New York NY 10022
No No Yes No
1514019 Fli International, Llc C/O Forest Laboratories, Inc.
909 Third Avenue
New York NY 10022
No No Yes No
1516557 Dogwood Holding Corp. C/O Forest Laboratories, Inc.
909 Third Avenue
New York NY 10022
No 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
Common Stock Acquisiton 2011-04-12 27,868,256 $30.00 0 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock 2005 Warrants Acquisiton 2011-04-12 93,556 $14.90 108,850 $15.60
Common Stock 2006 Warrants Acquisiton 2011-04-12 113,817 $17.71 143,774 $12.97
Common Stock 2008 Warrants Acquisiton 2011-04-12 757,461 $13.56 757,461 $16.44
Common Stock Series A 2009 Warrants Acquisiton 2011-04-12 1,527,650 $21.88 1,527,650 $8.12
Common Stock Series B 2009 Warrants Acquisiton 2011-04-12 1,527,650 $20.26 1,527,650 $9.74
Common Stock 2017 Convertible Notes Acquisiton 2011-04-12 6,110,599 $30.00 6,110,599 $8.18
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2005-11-17 2011-05-17 No 4 P Direct
0 2006-06-13 2011-12-14 No 4 P Direct
0 2008-09-26 2014-03-26 No 4 P Direct
0 2009-02-25 2014-08-25 No 4 P Direct
0 2009-02-25 2014-08-25 No 4 P Direct
0 2009-02-25 2014-08-25 No 4 P Direct
Footnotes
  1. This form is filed on behalf of Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), FLI International LLC ("FLI International"), Dogwood Holding Corp. ("Dogwood") and Magnolia Acquisition Corp. ("Magnolia"), all of which are filing as members of a 10% owner group. Forest is the direct parent of FL Holding, and the indirect parent of FLI International and Dogwood. FLI International is the general partner of FL Holding, and FL Holding is the parent of Dogwood. Pursuant to the terms of the Merger Agreement, Magnolia was merged with and into Clinical Data on April 13, 2011. Prior to the merger, Magnolia was a wholly-owned subsidiary of Dogwood.
  2. The price of each security also includes the contractual right, pursuant to a Contingent Value Rights Agreement, dated as of April 13, 2011, by and among FL Holding, Forest and American Stock Transfer & Trust Company, LLC, as Rights Agent, to receive additional consideration of up to $6.00 per share upon the achievement of certain milestones related to Viibryd?? (the "CVR consideration").
  3. All of Clinical Data's outstanding securities were cancelled and/or exercised in a merger of Magnolia with and into Clinical Data on April 13, 2011 pursuant to the Merger Agreement, and converted into the right to receive the $30.00 in cash and the CVR Consideration.
  4. The 2017 Convertible Notes may be repaid at any time upon 90 days prior written notice. The final maturity date of the 2017 Convertible Notes is February 25, 2017.