|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (Right to Buy) | $ 9.38 | 02/17/2006 | D | 13,334 | (5) | 01/01/2012 | Common Stock | 13,334 | $ 5.12 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 10,668 | (6) | 12/31/2013 | Common Stock | 10,668 | $ 9.5 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 15 | 02/17/2006 | D | 5,917 | (7) | 05/25/2014 | Common Stock | 5,917 | $ 9.5 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 17.71 | 02/17/2006 | D | 11,250 | (8) | 05/17/2015 | Common Stock | 11,250 | $ 6.79 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAHILL EDWARD L C/O HLM VENTURE PARTNERS 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Richard A. Baron, Attorney In Fact for Edward L. Cahill | 02/17/2006 | |
| **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) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2005, among Animas Corporation, Johnson & Johnson and Emerald Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson (the "Merger Agreement"), each issued and outstanding share of common stock was automatically canceled and was converted into the right to receive a per share amount equal to $24.50 in cash, without interest. |
| (2) | Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM/CB Fund II, L.P. ("HLMCB"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMCB, except to the extent of his proportionate pecuniary interests therein. |
| (3) | Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM Opportunities Fund, L.P. ("HLMOF"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMOF, except to the extent of his proportionate pecuniary interests therein. |
| (4) | Edward L. Cahill, a director of Animas Corporation, is an affiliate of HLM U/H Fund, L.P. ("HLMUH"). Mr. Cahill disclaims beneficial ownership of all such securities held by HLMUH, except to the extent of his proportionate pecuniary interests therein. |
| (5) | This option, which was fully vested, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (6) | This option, which provided for vesting in eight equal quarterly installments commencing on March 31, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (7) | This option, which provided for vesting in four equal quarterly installments commencing on June 30, 2004, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |
| (8) | This option, which provided for vesting in four equal quarterly installments commencing on August 17, 2005, was canceled pursuant to the terms of the Merger Agreement, in exchange for a cash payment equal to the excess of the $24.50 per share merger consideration over the per share exercise price of the option, multiplied by the number of shares of common stock subject to the option. |