|
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 | ||||||||
Series B. Preferred Stock | $ 0 (1) | 12/07/2007 | C | 544,000 | 11/24/2007 | (1) | Common Stock | 544,000 | $ 0 | 9,248,000 | I | See Footnote (2) | |||
Series B. Preferred Stock | $ 0 (1) | 12/07/2007 | C | 544,000 | 12/06/2007 | (1) | Common Stock | 544,000 | $ 0 | 8,704,000 | I | See Footnote (2) | |||
Series B. Preferred Stock | $ 0 (4) | 12/05/2007 | J(5) | 544,000 | 12/05/2010 | (6) | Common Stock | 544,000 | (5) | 9,248,000 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SUN PHARMACEUTICAL INDUSTRIES LTD 17/B MAHAL INDUSTRIAL ESTATE MAHAKALI CAVES ROAD ADHERI (EAST) MUMBAI 400 093, K7 |
X | |||
SUN PHARMA GLOBAL INC INTERNATIONAL TRUST BUILDING P.O. BOX 659, ROAD TOWN TORTOLA, D8 |
X | |||
SHANGHVI DILIP S 17/B MAHAL INDUSTRIAL ESTATE MAHAKALI CAVES ROAD ANDHERI (EAST), MUMBAI 400 093, K7 |
X | (Non Executive) Chairman |
/s/ Dilip S. Shanghvi, Chairman and Managing Director of Sun Pharmaceutical Industries Limited | 12/07/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dilip S. Shanghvi, Director of Sun Pharma Global, Inc. | 12/07/2007 | |
**Signature of Reporting Person | Date | |
/s/ Dilip S. Shanghvi | 12/07/2007 | |
**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) | The Series B preferred shares converted into Common Stock on a one-to-one basis and had no expiration date. |
(2) | These shares are owned directly by Sun Global, Inc., which is a wholly-owned subsidiary of Sun Pharmaceutical Industries Limited ("Sun"). Dilip S. Shanghvi is the controlling shareholder of Sun. Sun and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein. |
(3) | These shares are owned directly by Sun. Dilip S. Shanghvi is the controlling shareholder of Sun. Mr. Shanghvi disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
(4) | The Series B preferred shares are convertible into common stock after three years (or immediately upon a change in control) on a one-to-one basis. |
(5) | Sun Global earns 544,000 shares of Series B Preferred Stock for each technology transferred to Caraco of a generic drug by Sun Global when such drug passes its bioequivalency studies. In the event of the dissolution of Caraco, such shares have a preference equal to the value attributed to them on the dates on which they were earned. The value attributed as of December 5, 2007 was $10.81 per share. |
(6) | The shares of Series B remain outstanding until such time as they are converted to common stock. |