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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 Options (Right to Buy) | $ 24.74 | 01/25/2018 | M | 10,753 | 05/02/2015 | (9) | Common Stock | 10,753 | $ 0 | 0 | D | ||||
Stock Options (Right to Buy) | $ 29.5 | 01/25/2018 | M | 5,802 | (10) | (11) | Common Stock | 5,802 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KAPOOR JOHN N 1925 WEST FIELD COURT SUITE 300 LAKE FOREST, IL 60045 |
X | |||
Akorn Holdings, L.P. 100 NORTH FIELD DRIVE SUITE 150 LAKE FOREST, IL 60045 |
X |
/s/ Joseph Bonaccorsi, Attorney-in-Fact | 01/26/2018 | |
**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 Reporting Person exercised these stock options in advance of their new expiration date of January 30, 2018, which date is three months following the Reporting Person's resignation from the Company's board of directors. |
(2) | The securities owned by the Reporting Person following the reported transaction reflect the forfeiture of 10,418 Restricted Stock Units (RSUs) that were forfeited upon the Reporting Person's resignation from the Company's board of directors on October 30, 2017. |
(3) | The Reporting Person sold shares to cover the exercise price of the options exercised. |
(4) | Represents the weighted average sale price of the shares sold. The shares were sold at prices ranging from $32.58 to $32.71. Upon request, the Reporting Person will provide to the SEC staff full information regarding the number of shares sold at separate prices within the foregoing range. |
(5) | Shares held by Akorn Holdings, L.P., a Delaware limited partnership, of which Dr. Kapoor is the indirect managing general partner. Dr. Kapoor disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein. |
(6) | Shares held through several trusts, the trustee of which is employed by a company controlled by Dr. Kapoor and the beneficiaries of which include Dr. Kapoor's children and various other family members. Dr. Kapoor disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein. |
(7) | Shares held by a limited partnership of which Dr. Kapoor is the indirect managing general partner. Dr. Kapoor disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein. |
(8) | Shares held by a trust of which Dr. Kapoor is sole trustee and beneficiary. |
(9) | The original expiration date of these stock options was May 2, 2019. Upon the Reporting Person's resignation from the Company's board of directors, the expiration date was accelerated to January 30, 2018, which is three months after the Reporting Person's resignation date. |
(10) | The Stock Options that were exercised vested in two tranches: 2,901 options vested on July 1, 2016, and 2,901 options vested on July 1, 2017. Upon resignation from the Company's board of directors, the Reporting Person forfeited two additional tranches of 2,900 options each that were scheduled to vest on July 1, 2018 and July 1, 2019. |
(11) | The original expiration date of these stock options was July 1, 2023. Upon the Reporting Person's resignation from the Company's board of directors, the expiration date was accelerated to January 30, 2018, which is three months after the Reporting Person's resignation date. |