- Statement of Changes in Beneficial Ownership (4)
July 02 2010 - 3:27PM
Edgar (US Regulatory)
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FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kiernan Peter D. III
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2. Issuer Name
and
Ticker or Trading Symbol
JAVELIN PHARMACEUTICALS, INC
[
JAV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O JAVELIN PHARMACEUTICALS, INC, 125 CAMBRIDGEPARK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2010
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(Street)
CAMBRIDGE, MA 02140
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Stock Option (right to buy)
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7/2/2010
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D
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2411848
(1)
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D
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$2.20
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0
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I
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By Kiernan Ventures LLC
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$3.04
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7/2/2010
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D
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50000
(3)
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2/19/2009
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2/19/2018
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Common Stock
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50000
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$0
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0
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D
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Stock Option (right to buy)
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$1.26
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7/2/2010
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D
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24000
(4)
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12/31/2009
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5/1/2019
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Common Stock
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24000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated April 17, 2010, by and among Hospira, Inc., Discus Acquisition Corporation ("Purchaser") and Javelin Pharmaceuticals, Inc. (the "Company"), Purchaser merged with and into the Company on July 2, 2010 (the "Merger"). These shares, which were outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were immediately canceled and converted at the effective time of the Merger into the right to receive cash consideration equal to $2.20 per share.
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(
2)
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Mr. Kiernan is the sole manager of Kiernan Ventures LLC and Mr. Kiernan and his wife own all the outstanding interests in Kiernan Ventures LLC.
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(
3)
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These options, which were outstanding and unexercised immediately prior to the Effective Time were immediately canceled and terminated.
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(
4)
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The shares underlying these options, which were fully vested at the Effective Time, were canceled at the closing of the Merger in exchange for a cash payment of $22,560.00, representing the number of shares of the Company's common stock underlying shuch options multiplied by $2.20, less the aggregate exercise price of the options.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kiernan Peter D. III
C/O JAVELIN PHARMACEUTICALS, INC
125 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MA 02140
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X
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Signatures
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/s/ Peter D. Kiernan III
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7/2/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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