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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (right to buy) | $ 7.74 | 04/17/2019 | D(2) | 8,000 | (2) | 03/12/2020 | Common Stock | 8,000 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 6.46 | 04/17/2019 | D(2) | 5,000 | (2) | 05/27/2020 | Common Stock | 5,000 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 7.13 | 04/17/2019 | D(2) | 9,000 | (2) | 02/14/2021 | Common Stock | 9,000 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 5.08 | 04/17/2019 | D(2) | 6,000 | (2) | 03/23/2022 | Common Stock | 6,000 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 7.73 | 04/17/2019 | D(2) | 10,000 | (2) | 02/12/2023 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 14 | 04/17/2019 | D(2) | 1,436 | (2) | 05/06/2024 | Common Stock | 1,436 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 14 | 04/17/2019 | D(2) | 18,564 | (2) | 05/06/2024 | Common Stock | 18,564 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 18.4 | 04/17/2019 | D(2) | 7,644 | (2) | 03/06/2025 | Common Stock | 7,644 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 18.4 | 04/17/2019 | D(2) | 17,356 | (2) | 03/06/2025 | Common Stock | 17,356 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.8 | 04/17/2019 | D(2) | 24,997 | (2) | 07/19/2027 | Common Stock | 24,997 | $ 0 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 6.8 | 04/17/2019 | D(2) | 25,003 | (2) | 07/19/2027 | Common Stock | 25,003 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Danilkovitch Alla C/O OSIRIS THERAPEUTICS, INC. 7075 ALBERT EINSTEIN DRIVE COLUMBIA, MD 21046 |
Chief Scientific Officer |
/s/ Alla Danilkovitch | 04/17/2019 | |
**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) | On March 12, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Smith & Nephew Consolidated, Inc., a Delaware corporation ("Parent"), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent ("Purchaser") and Smith & Nephew plc, an English public limited company. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired at a purchase price of $19.00 per share (the "Offer Price") in cash. |
(2) | Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal to the excess, if any, of (A) the Offer Price over (B) the exercise price per share of such stock option, multiplied by the number of shares of Common Stock subject to such option. |