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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 | ||||||||
| Stock Option (Right to Buy) | $ 3.36 | 03/01/2013 | D(3) | 40,847 | (3) | 03/05/2017 | Common Stock | 40,847 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 6.39 | 03/01/2013 | D(4) | 22,526 | (4) | 05/01/2017 | Common Stock | 22,526 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 13.12 | 03/01/2013 | D(5) | 50,000 | (5) | 01/21/2018 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 10.37 | 03/01/2013 | D(6) | 75,000 | (6) | 02/10/2019 | Common Stock | 75,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 16.19 | 03/01/2013 | D(7) | 50,000 | (7) | 02/01/2020 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 16.15 | 03/01/2013 | D(8) | 27,500 | (8) | 01/25/2021 | Common Stock | 27,500 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 14.09 | 03/01/2013 | D(9) | 32,500 | (9) | 01/24/2022 | Common Stock | 32,500 | $ 0 | 0 | D | ||||
| Restricted Stock Unit (RSU) | (10) | 03/01/2013 | D(11) | 4,500 | (11) | 01/26/2015 | Common Stock | 4,500 | $ 0 | 0 | D | ||||
| Restricted Stock Unit (RSU) | (10) | 03/01/2013 | D(12) | 8,250 | (12) | 01/25/2016 | Common Stock | 8,250 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ARMER THOMAS A 2400 BAYSHORE PARKWAY, SUITE 200 MOUNTAIN VIEW, CA 94043 |
X | Chief Scientific Officer | ||
| /s/ Thomas A. Armer, Ph.D. | 03/04/2013 | |
| **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) | These shares were tendered to Groundhog Acquisition, Inc. (the "Purchaser") pursuant to the Purchaser's offer to purchase all of the outstanding shares common stock (the "Common Stock") of MAP Pharmaceuticals, Inc. (the "Issuer") at a cash purchase price of $25.00 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on January 31, 2013 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of January 22, 2013, by and among Allergan, Inc. ("Parent"), the Purchaser and the Issuer (the "Merger Agreement"). Such shares were purchased by the Purchaser pursuant to the Tender Offer on March 1, 2013, which is also the date of the closing of a merger by and among Parent, the Purchaser and the Issuer (the "Effective Time"). |
| (2) | Includes 90,394 shares of the Common Stock held in a trust for the benefit of the reporting person. |
| (3) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $883,806.54, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (4) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $419,215.62, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (5) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $594,000.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (6) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $1,097,250.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (7) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $440,500.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (8) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $243,375.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (9) | These options to purchase shares of the Common Stock, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $354,575.00, representing the number of shares of the Common Stock underlying such options multiplied by $25.00, less the aggregate price of the options as exercised. |
| (10) | Each RSU represents a contingent right to receive one share of the Common Stock. |
| (11) | These RSUs, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $112,500.00, representing the number of shares of the Common Stock underlying such RSUs multiplied by $25.00. |
| (12) | These RSUs, which became fully vested at the Effective Time, were canceled at the Effective Time in exchange for a cash payment of $206,250.00, representing the number of shares of the Common Stock underlying such RSUs multiplied by $25.00. |