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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) | $ 21.35 | 06/19/2012 | D | 18,732 | (2) | 04/05/2020 | Common Stock | 18,732 | $ 10.65 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 21.35 | 06/19/2012 | D | 131,268 | (2) | 04/05/2020 | Common Stock | 131,268 | $ 10.65 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 23.66 | 06/19/2012 | D | 80,000 | (2) | 12/13/2020 | Common Stock | 80,000 | $ 8.34 | 0 | D | ||||
Incentive Stock Option (right to buy) | $ 18.94 | 06/19/2012 | D | 5,279 | (2) | 12/15/2021 | Common Stock | 5,279 | $ 13.06 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 18.94 | 06/19/2012 | D | 74,721 | (2) | 12/15/2021 | Common Stock | 74,721 | $ 13.06 | 0 | D | ||||
Restricted Stock Award | $ 0 | 06/19/2012 | D | 11,459 | (3) | 04/05/2020 | Common Stock | 11,459 | $ 32 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAVIS STEPHEN 4939 DIRECTORS PLACE SAN DIEGO, CA 92121 |
EVP & COO |
/s/ Stephen R. Davis | 06/20/2012 | |
**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) | Includes 283 shares acquired under the Ardea Biosciences, Inc. ("Ardea") 2000 Employee Stock Purchase Plan on June 12, 2012. |
(2) | This option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 21, 2012, by and among Ardea, Zeneca Inc. and QAM Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $32.00 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the option; and (ii) the number of shares of Ardea common stock underlying the option. |
(3) | This restricted stock award was canceled pursuant to the Merger Agreement in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) $32.00 (the per share merger consideration pursuant to the Merger Agreement); and (ii) the number of shares of Ardea common stock subject to the restricted stock award. |