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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 | ||||||||
Prepaid Forward Contract (obligation to sell) | (1) | 09/09/2014 | J/K(1) | 123,000 | 09/12/2016 | 09/14/2016 | Common Stock | 123,000 | (1) | 123,000 | D | ||||
Prepaid Forward Contract (obligation to sell) | (2) | 09/12/2014 | J/K(2) | 205,000 | 09/15/2016 | 09/21/2016 | Common Stock | 205,000 | (2) | 205,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shkreli Martin 101 AVENUE OF THE AMERICAS, 9TH FLOOR NEW YORK, NY 10013 |
Fmr Officer Dir 10% Sharehldr |
/s/ Martin Shkreli | 11/23/2014 | |
**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 September 9, 2014, the reporting person entered into a prepaid forward contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer, at the reporting person's option, up to 123,000 shares of common stock, par value $0.0001 per share ("Common Stock"), of Retrophin, Inc., cash or a combination thereof on the maturity date of the contract (September 14, 2016). In exchange for assuming this obligation, the reporting person received a cash payment of $1,069,166 as of the date of entering into the contract. The reporting person pledged 123,000 shares of Common Stock (the "September 9 Pledged Shares") to secure his obligations under such contract and retained voting rights in the September 9 Pledged Shares during the term of the pledge. |
(2) | On September 12, 2014, the reporting person entered into a prepaid forward contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer, at the reporting person's option, up to 205,000 shares of Common Stock, cash or a combination thereof on the maturity date of the contract (September 21, 2016). In exchange for assuming this obligation, the reporting person received a cash payment of $1,789,679 as of the date of entering into the contract. The reporting person pledged 205,000 shares of Common Stock (the "September 12 Pledged Shares") to secure his obligations under such contract and retained voting rights in the September 12 Pledged Shares during the term of the pledge. |