- Statement of Changes in Beneficial Ownership (4)
April 17 2009 - 1:25PM
Edgar (US Regulatory)
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FORM 4
[
X
]
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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February 28, 2011
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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
*
STUART LEWIS J
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2. Issuer Name
and
Ticker or Trading Symbol
CV THERAPEUTICS INC
[
CVTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP COMMERCIAL OPERATIONS
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(Last)
(First)
(Middle)
3172 PORTER DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2009
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(Street)
PALO ALTO, CA 94304
(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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Common Stock
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57991
(1)
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D
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Common Stock
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5786.414
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I
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By 401(k)
(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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Employee Stock Option (right to buy)
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$10.45
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4/16/2009
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M
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88542
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9/22/2007
(3)
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8/22/2017
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Common Stock
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88542
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$9.55
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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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Includes 217 shares acquired April 14, 2009 pursuant to the CV Therapeutics, Inc. Employee Stock Purchase Plan ("ESPP").
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(
2)
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Shares held in the Reporting Person's name by the Issuer's 401(k) plan.
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(
3)
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This option to purchase shares of the Issuer's stock, which provided that 1/36th of the shares subject to the option grant shall vest on the 22nd day of each calendar month following the August 22, 2007 date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the tender offer by Apex Merger Sub, Inc. ("Apex"), a wholly owned subsidiary of Gilead Sciences, Inc. ("Gilead), effective as of April 16, 2009. The Issuer will make a cash payment of $845,576.10, representing the gross cash amount, less applicable withholding, for the remaining shares subject to this option which became 100% vested and exercisable due to the change in control, to the Reporting Party.
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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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STUART LEWIS J
3172 PORTER DRIVE
PALO ALTO, CA 94304
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SVP COMMERCIAL OPERATIONS
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Signatures
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/s/ TRICIA BORGA SUVARI, ATTORNEY IN FACT FOR: LEWIS J STUART
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4/17/2009
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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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