- Initial Statement of Beneficial Ownership (3)
05 Marzo 2011 - 3:58AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FOREST LABORATORIES INC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/22/2011
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3. Issuer Name
and
Ticker or Trading Symbol
CLINICAL DATA INC [CLDA]
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(Last)
(First)
(Middle)
909 THIRD AVENUE,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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0
(1)
(2)
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I
(1)
(2)
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See Footnotes
(1)
(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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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2017 Convertible Notes
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2/25/2009
(3)
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2/25/2017
(4)
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Common Stock
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0
(1)
(2)
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$8.1825
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I
(1)
(2)
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See Footnotes
(1)
(2)
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2005 Warrants
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11/17/2005
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5/17/2011
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Common Stock
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0
(1)
(2)
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$15.60
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I
(1)
(2)
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See Footnotes
(1)
(2)
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2008 Warrants
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9/26/2008
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3/26/2014
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Common Stock
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0
(1)
(2)
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$16.44
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I
(1)
(2)
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See Footnotes
(1)
(2)
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2009 Warrants
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2/25/2009
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8/25/2014
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Common Stock
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0
(1)
(2)
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$8.120
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I
(1)
(2)
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See Footnotes
(1)
(2)
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2009 Warrants
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2/25/2009
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8/25/2014
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Common Stock
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0
(1)
(2)
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$9.744
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I
(1)
(2)
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See Footnotes
(1)
(2)
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Explanation of Responses:
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(
1)
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Solely for purposes of determining whether a person is a beneficial owner of more than ten percent (a "ten percent owner") of any class of equity securities registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 16a-1 under the Exchange Act ("Rule 16a-1") provides that the term "beneficial owner" shall mean any person who is deemed a beneficial owner pursuant to Section 13(d) of the Exchange Act and the rules thereunder. Rule 13d-3 under the Exchange Act ("Rule 13d-3"), in turn, provides that a person will be deemed to beneficially own all securities over which such person (i) has voting or investment control or (ii) may acquire voting or investment control within 60 days of the date of determination. (Continued in Footnote 2)
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(
2)
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For reporting purposes, however, Rule 16a-2 under the Exchange Act ("Rule 16a-2") provides that a person is only deemed to be the beneficial owner of securities if that person has or shares the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities (a "pecuniary interest"). However, none of the Forest Entities have any pecuniary interest in the Subject Securities (as defined below) and therefore, in accordance with Rule 16a-2, they are not deemed to beneficially own any of the Subject Securities.
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(
3)
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The 2017 Convertible Notes may be repaid at any time upon 90 days prior notice.
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(
4)
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The final maturity date of the 2017 Convertible Notes is February 25, 2017.
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Remarks:
This form is filed on behalf of Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), FLI International LLC ("FLI International") and Magnolia Acquisition Corp. ("Magnolia", and together with Forest, FL Holding and FLI International, the "Forest Entities" and each a "Forest Entity"), all of which are filing as members of a 10% owner group. Forest is the direct parent of FL Holding, and the indirect parent of FLI International and Magnolia. FL Holding is the parent of Magnolia, and FLI International is the general partner of FL Holding. The principal business address of Forest is Forest Laboratories, Inc., 909 Third Avenue, New York, New York 10019. The principal business address of each of FLI International and Magnolia is c/o Forest Laboratories, Inc., 909 Third Avenue, New York, New York 10019. The principal business address of FL Holding is Cox Hallett Wilkson, Cumberland House, 1 Victoria Street, 9th Floor, Hamilton, Bermuda HM11.
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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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FOREST LABORATORIES INC
909 THIRD AVENUE
NEW YORK, NY 10022
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X
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FL Holding C.V.
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK, NY 10022
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Manager
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FLI International, LLC
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK, NY 10022
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Vice President
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Magnolia Acquisition Corp.
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK, NY 10022
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Vice President
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Signatures
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/s/ Herschel S. Weinstein, Vice President and General Counsel of Forest Laboratories, Inc.
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3/4/2011
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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 5(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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