Statement of Changes in Beneficial Ownership (4)
October 28 2013 - 3:24PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ZERBE ROBERT L MD
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2. Issuer Name
and
Ticker or Trading Symbol
OPTIMER PHARMACEUTICALS INC
[
OPTR
]
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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 OPTIMER PHARMACEUTICALS, INC., 101 HUDSON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/24/2013
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(Street)
JERSEY CITY, NJ 07302
(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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10/24/2013
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D
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7500
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D
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$10.75
(1)
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7500
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D
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Common stock
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10/24/2013
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D
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7500
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D
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$10.75
(2)
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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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$10.9
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10/24/2013
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D
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10000
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(3)
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12/2/2019
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Common stock
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10000
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$1.88
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0
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D
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Stock option (right to buy)
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$11.85
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10/24/2013
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D
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10000
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(4)
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1/8/2020
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Common stock
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10000
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$0.93
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0
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D
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Stock option (right to buy)
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$11.85
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10/24/2013
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D
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10000
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(4)
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1/8/2020
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Common stock
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10000
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$0.93
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0
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D
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Stock option (right to buy)
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$9.56
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10/24/2013
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D
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10000
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(4)
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12/1/2020
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Common stock
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10000
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$3.22
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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 as of July 30, 2013 (the "Merger Agreement"), among Optimer Pharmaceuticals, Inc. ("Optimer"), Cubist Pharmaceuticals, Inc. ("Cubist"), and PDRS Corporation, each award was converted into the right to receive per share consideration of: (i) $10.75 cash and (ii) one contingent value right issued by Cubist in accordance with the Contingent Value Rights Agreement, dated as of October 24, 2013, between Cubist and American Stock Transfer & Trust Company, LLC (together, the "Per Share Merger Consideration") with respect to each share of Optimer common stock subject to the award.
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(
2)
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Pursuant to the terms of the Merger Agreement, each award was fully vested and converted into the right to receive the Per Share Merger Consideration with respect to each share of Optimer common stock subject to the award.
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(
3)
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Pursuant to the terms of the Merger Agreement, each option was fully vested and converted into the right to receive a cash payment equal to the excess, if any, of $12.78 (the last reported sale price of a share of Optimer common stock on The NASDAQ Global Select Market on October 23, 2013) over such option's per share exercise price.
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(
4)
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Pursuant to the terms of the Merger Agreement, each option was converted into the right to receive a cash payment equal to the excess, if any, of $12.78 (the last reported sale price of a share of Optimer common stock on The NASDAQ Global Select Market on October 23, 2013) over such option's per share exercise price.
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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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ZERBE ROBERT L MD
C/O OPTIMER PHARMACEUTICALS, INC.
101 HUDSON STREET
JERSEY CITY, NJ 07302
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X
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Signatures
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Robert L. Zerbe
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10/28/2013
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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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