- Statement of Changes in Beneficial Ownership (4)
May 16 2011 - 6:12PM
Edgar (US Regulatory)
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FORM 4
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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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3235-0287
Expires:
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
*
KOVEN ANDREW I
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2. Issuer Name
and
Ticker or Trading Symbol
INSPIRE PHARMACEUTICALS INC
[
ISPH
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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)
EVP & Chief Admin & Legal Ofc
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(Last)
(First)
(Middle)
C/O INSPIRE PHARMACEUTICALS, INC., 8081 ARCO CORPORATE DRIVE, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2011
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(Street)
RALEIGH, NC 27617
(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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5/13/2011
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U
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142779
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D
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$5.00
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0
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D
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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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$6.22
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5/13/2011
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D
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200000
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(1)
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5/9/2017
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Common Stock
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200000
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(1)
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0
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D
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Restricted Stock Unit
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(2)
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5/13/2011
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D
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34291
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(2)
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(2)
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Common Stock
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34291
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(2)
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0
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D
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Restricted Stock Unit
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(2)
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5/13/2011
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D
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250000
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(2)
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(2)
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Common Stock
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250000
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(2)
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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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These stock options were cancelled in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of April 5, 2011, by and among, Merck & Co., Inc., Monarch Transaction Corp. and Inspire Pharmaceuticals, Inc. (the "Merger Agreement"). As the exercise price of the options was at or above $5.00, no cash payment was provided.
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(
2)
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Pursuant to the Merger Agreement, these restricted stock units ("RSUs"), whether or not vested, were fully vested immediately prior to and cancelled immediately following the acceptance time under the Merger Agreement in exchange for the right to receive cash payment for each such RSU of $5.00, net to the seller in cash, without interest and less any required withholding taxes.
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Remarks:
Exhibit 24: Koven POA attached
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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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KOVEN ANDREW I
C/O INSPIRE PHARMACEUTICALS, INC.
8081 ARCO CORPORATE DRIVE, SUITE 400
RALEIGH, NC 27617
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EVP & Chief Admin & Legal Ofc
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Signatures
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/s/ Edward P. Bromley III, Attorney-in-Fact
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5/13/2011
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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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