Statement of Changes in Beneficial Ownership (4)
29 Mai 2015 - 12:59AM
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
*
van den Broek Richard
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2. Issuer Name
and
Ticker or Trading Symbol
PHARMACYCLICS INC
[
PCYC
]
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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 PHARMACYCLICS, INC., 995 EAST ARQUES AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2015
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(Street)
SUNNYVALE, CA 94085
(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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5/26/2015
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U
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29610
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D
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$261.25
(1)
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0
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I
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by HSMR Advisors, LLC
(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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Stock Option (Right to Buy)
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$2.90
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5/26/2015
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D
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10000
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(3)
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12/17/2019
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Common Stock
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10000
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(3)
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0
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D
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Stock Option (Right to Buy)
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$3.10
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5/26/2015
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D
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7258
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(3)
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1/4/2020
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Common Stock
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7258
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(3)
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0
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D
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Stock Option (Right to Buy)
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$6.63
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5/26/2015
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D
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3619
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(3)
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4/1/2020
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Common Stock
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3619
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(3)
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0
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D
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Stock Option (Right to Buy)
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$6.75
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5/26/2015
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D
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3555
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(3)
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7/1/2020
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Common Stock
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3555
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(3)
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0
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D
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Stock Option (Right to Buy)
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$8.12
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5/26/2015
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D
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3139
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(3)
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10/1/2020
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Common Stock
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3139
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(3)
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0
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D
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Stock Option (Right to Buy)
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$6.52
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5/26/2015
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D
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4140
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(3)
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1/3/2021
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Common Stock
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4140
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(3)
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0
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D
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Stock Option (Right to Buy)
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$5.76
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5/26/2015
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D
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7500
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(3)
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12/9/2020
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Common Stock
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7500
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(3)
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0
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D
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Stock Option (Right to Buy)
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$5.81
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5/26/2015
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D
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20000
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(3)
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12/31/2020
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Common Stock
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20000
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(3)
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0
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D
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Stock Option (Right to Buy)
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$6.01
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5/26/2015
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D
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5240
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(3)
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4/1/2021
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Common Stock
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5240
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(3)
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0
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D
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Stock Option (Right to Buy)
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$10.58
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5/26/2015
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D
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2976
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(3)
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7/1/2021
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Common Stock
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2976
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(3)
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0
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D
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Stock Option (Right to Buy)
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$11.31
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5/26/2015
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D
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2784
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(3)
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10/3/2021
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Common Stock
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2784
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(3)
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0
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D
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Stock Option (Right to Buy)
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$14.26
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5/26/2015
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D
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7500
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(3)
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12/15/2021
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Common Stock
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7500
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(3)
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0
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D
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Stock Option (Right to Buy)
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$15.02
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5/26/2015
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D
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2409
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(3)
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1/3/2022
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Common Stock
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2409
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(3)
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0
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D
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Stock Option (Right to Buy)
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$28.47
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5/26/2015
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D
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1052
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(3)
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4/2/2022
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Common Stock
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1052
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(3)
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0
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D
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Stock Option (Right to Buy)
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$59.28
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5/26/2015
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D
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515
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(3)
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7/2/2022
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Common Stock
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515
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(3)
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0
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D
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Stock Option (Right to Buy)
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$65.56
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5/26/2015
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D
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510
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(3)
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10/1/2022
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Common Stock
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510
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(3)
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0
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D
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Stock Option (Right to Buy)
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$49.00
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5/26/2015
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D
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7500
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(3)
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11/9/2022
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Common Stock
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7500
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(3)
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0
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D
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Stock Option (Right to Buy)
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$61.44
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5/26/2015
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D
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546
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(3)
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1/2/2023
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Common Stock
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546
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(3)
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0
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D
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Stock Option (Right to Buy)
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$79.67
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5/26/2015
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D
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343
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(3)
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4/1/2023
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Common Stock
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343
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(3)
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0
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D
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Stock Option (Right to Buy)
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$74.48
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5/26/2015
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D
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3750
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(3)
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5/9/2023
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Common Stock
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3750
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(3)
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0
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D
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Stock Option (Right to Buy)
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$85.39
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5/26/2015
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D
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374
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(3)
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7/1/2023
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Common Stock
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374
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(3)
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0
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D
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Stock Option (Right to Buy)
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$139.89
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5/26/2015
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D
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226
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(3)
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10/1/2023
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Common Stock
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226
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(3)
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0
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D
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Stock Option (Right to Buy)
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$108.44
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5/26/2015
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D
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264
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(3)
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1/2/2024
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Common Stock
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264
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(3)
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0
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D
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Stock Option (Right to Buy)
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$107.42
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5/26/2015
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D
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280
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(3)
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4/1/2024
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Common Stock
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280
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(3)
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0
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D
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Stock Option (Right to Buy)
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$95.08
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5/26/2015
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D
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3750
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(3)
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5/9/2024
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Common Stock
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3750
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(3)
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0
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D
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Stock Option (Right to Buy)
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$89.58
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5/26/2015
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D
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456
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(3)
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7/1/2024
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Common Stock
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456
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(3)
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0
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D
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Stock Option (Right to Buy)
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$115.80
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5/26/2015
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D
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338
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(3)
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10/1/2024
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Common Stock
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338
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(3)
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0
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D
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Stock Option (Right to Buy)
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$124.46
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5/26/2015
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D
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318
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(3)
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1/2/2025
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Common Stock
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318
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(3)
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0
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D
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Stock Option (Right to Buy)
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$257.015
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5/26/2015
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D
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180
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(3)
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4/7/2025
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Common Stock
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180
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(3)
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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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Price reflects aggregate per share consideration paid pursuant to the Tender Offer.
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(
2)
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Mr. van den Broek is the managing partner of HSMR Advisors, LLC.
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(
3)
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Pursuant to terms of the Agreement and Plan of Reorganization (the "Merger Agreement") dated March 4, 2015, by and between the Issuer, AbbVie Inc., a Delaware corporation ("AbbVie"), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of AbbVie and Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of AbbVie this option was cancelled in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between $261.25 and the exercise price of the option, subject to applicable withholding taxes and pursuant to the procedures set forth in the Merger Agreement.
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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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van den Broek Richard
C/O PHARMACYCLICS, INC.
995 EAST ARQUES AVENUE
SUNNYVALE, CA 94085
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X
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Signatures
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/s/ Richard van den Broek
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5/27/2015
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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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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
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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