Home > Insider Trading > Filing (0001104659-11-069251)

Filing Details

Accession Number:: 0001104659-11-069251
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-12-13 18:56:06
Reporting Period:: 2011-12-09

Filing Date:: 2011-12-13
Accepted Time:: 2011-12-13 18:56:06
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
912183	Cubist Pharmaceuticals Inc	65 Hayden Avenue Lexington MA 02421		No	No	Yes	No
1533277	Frd Acquisition Corp	65 Hayden Avenue Lexington MA 02421		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.0001 Par Value	Acquisiton	2011-12-09	1,729,130	$4.25	43,307,152	No	4	P	Indirect	See footnote
Common Stock, $0.0001 Par Value	Acquisiton	2011-12-09	45,070,030	$4.76	88,377,182	No	4	P	Indirect	See footnote
Common Stock, $0.0001 Par Value	Acquisiton	2011-12-12	7,908,727	$4.25	1,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Direct

Footnotes

The reported shares of Common Stock were acquired in a tender offer for $4.25 per share in cash, plus one nontransferable Contingent Payment Right entitling the holder to receive additional cash payments of up to $4.50 for each share tendered if certain regulatory approvals and/or commercialization milestones are met within agreed upon time periods, upon the terms and subject to the conditions set forth in the tender offer (the "Merger Consideration"). An additional 736,286 shares were tendered pursuant to guaranteed delivery procedures and will be accepted for payment upon timely delivery of the shares.
The reported shares are owned directly by FRD Acquisition Corporation ("FRD"), a wholly-owned subsidiary of Cubist Pharmaceuticals, Inc. ("Cubist"). Cubist is an indirect beneficial owner of the reported securities.
The reported shares of Common Stock were acquired directly from Adolor Corporation ("Adolor") by FRD for a purchase price of $0.0001 per share in cash, plus a promissory note with a per share principal balance of $4.7599, upon the terms and subject to the conditions of the "top-up option" provision of the merger agreement by and between FRD, Cubist and Adolor, dated as of October 24, 2011.
Following the transactions reported in rows 1 and 2, FRD owned more than 90% of Adolor's outstanding common stock and effected a short-form merger pursuant to which FRD was merged with and into Adolor with Adolor continuing as the surviving corporation and a wholly-owned subsidiary of Cubist. This amount reflects all of the outstanding shares of Adolor not owned by FRD prior to December 12, 2011. At the effective time of the merger, these shares of common stock were canceled and converted into the right to receive the Merger Consideration.
Prior to the merger, Cubist held 1,000 shares of common stock, $0.01 par value per share, of FRD, which represented all of the issued and outstanding capital stock of FRD. At the effective time of the merger, each share of FRD was converted into one share of common stock of Adolor, resulting in the acquisition by Cubist of 100% of the equity interest of Adolor.