Statement of Changes in Beneficial Ownership (4)
02 Settembre 2016 - 12:03AM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Vivo Ventures V, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Sagent Pharmaceuticals, Inc.
[
SGNT
]
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5. 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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(Last)
(First)
(Middle)
575 HIGH STREET, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2016
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(Street)
PALO ALTO, CA 94301
(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)
___ Form filed by One Reporting Person
_
X
_ 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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8/29/2016
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U
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2978803
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D
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$21.75
(1)
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0
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I
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See footnote
(2)
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Common Stock
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8/29/2016
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U
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34961
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D
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$21.75
(1)
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0
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I
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See footnote
(3)
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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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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger by and among Nichi-Iko Pharmaceutical Co. Ltd., Shepard Vision, Inc. and Sagent Pharmaceuticals, Inc. (the "Merger Agreement"), these shares were disposed of in a cash tender offer by Shepard Vision, Inc. to acquire common stock of Sagent Pharmaceuticals, Inc. in exchange for $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration").
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(
2)
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Shares previously held of record by Vivo Ventures Fund V, L.P. ("Fund V") .Vivo Ventures V, LLC, the sole general partner of Fund V, may be deemed to be the beneficial owner of the shares held by Fund V. Vivo Ventures V, LLC hereby disclaims any beneficial ownership of any shares directly held by Fund V, except to the extent of its pecuniary interest therein.
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(
3)
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Shares previously held of record by Vivo Ventures V Affiliates Fund, L.P. ("V Affiliates Fund"). Vivo Ventures V, LLC, the sole general partner of V Affiliates Fund, may be deemed to be the beneficial owner of the shares held by V Affiliates Fund. Vivo Ventures V, LLC hereby disclaims any beneficial ownership of any shares directly held by V Affiliates Fund, except to the extent of its pecuniary interest therein.
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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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Vivo Ventures V, LLC
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
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X
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Vivo Ventures Fund V, L.P.
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
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X
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Vivo Ventures V Affiliates Fund, L.P.
575 HIGH STREET. SUITE 201
PALO ALTO, CA 94301
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X
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Signatures
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/s/ Frank Kung, Managing Member of Vivo Ventures V, LLC
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9/1/2016
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**
Signature of Reporting Person
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Date
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/s/ Frank Kung, Managing Member of Vivo Ventures V, LLC, General Partner of Vivo Ventures Fund V, L.P.
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9/1/2016
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**
Signature of Reporting Person
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Date
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/s/ Frank Kung, Managing Member of Vivo Ventures V , LLC, General Partner of Vivo Ventures V Affiliates Fund, L.P.
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9/1/2016
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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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