Filing Details
- Accession Number:
- 0001076167-11-000026
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-12-08 15:40:49
- Reporting Period:
- 2011-12-06
- Filing Date:
- 2011-12-08
- Accepted Time:
- 2011-12-08 15:40:49
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1076167 | Adolor Corp | ADLR | Pharmaceutical Preparations (2834) | 311429198 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1230836 | David Madden | Adolor Corp 700 Pennsylvania Drive Exton PA 19431 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 20,000 | $3.73 | 781,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 100,000 | $3.72 | 881,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 45,000 | $1.77 | 926,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 20,000 | $2.20 | 946,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 20,000 | $1.60 | 966,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 30,000 | $1.39 | 996,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-08 | 30,000 | $1.50 | 1,026,407 | No | 4 | M | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-06 | 61,650 | $4.65 | 1,088,057 | No | 4 | P | Direct | |
| Adolor Common Stock (Adlr) | Acquisiton | 2011-12-06 | 18,425 | $4.66 | 1,106,482 | No | 4 | P | Direct | |
| Adolor Common Stock (Adlr) | Disposition | 2011-12-07 | 741,095 | $4.25 | 365,387 | No | 4 | U | Direct | |
| Adolor Common Stock (Adlr) | Disposition | 2011-12-08 | 365,387 | $4.25 | 0 | No | 4 | U | Direct | |
| Adolor Common Stock (Adlr) | Disposition | 2011-12-07 | 70,000 | $4.25 | 0 | No | 4 | U | Indirect | By Madden 2002 Trust |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | P | Direct | |
| No | 4 | P | Direct | |
| No | 4 | U | Direct | |
| No | 4 | U | Direct | |
| No | 4 | U | Indirect | By Madden 2002 Trust |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 20,000 | $0.00 | 20,000 | $3.73 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 100,000 | $0.00 | 100,000 | $3.72 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 45,000 | $0.00 | 45,000 | $1.77 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 20,000 | $0.00 | 20,000 | $2.20 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 20,000 | $0.00 | 20,000 | $1.60 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 30,000 | $0.00 | 30,000 | $1.39 |
| Adolor Common Stock (Adlr) | Stock Option (right to buy) | Disposition | 2011-12-08 | 30,000 | $0.00 | 30,000 | $1.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct |
Footnotes
- Shares are tendered pursuant to the tender offer commenced with respect to the Issuer's shares (the "Offer") at a purchase price of $4.25 per share in cash, plus one non-transferable contingent payment right for each share, which shall represent the right to receive up to $4.50 in cash subject to the fulfillment of certain conditions and/or the attainment of certain milestones, upon the terms and subject to the conditions set forth in the Offer.
- These securities are held in a trust for the benefit of the reporting person's children. Philip R. Mills is the Trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- Transaction pertains to the vesting of unvested stock options and the issuance of shares of common stock underlying certain vested stock options, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 24, 2011, by and among the Issuer, FRD Acquisition Corporation and Cubist Pharmaceuticals, Inc. and the related Offer.
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