Statement of Changes in Beneficial Ownership (4)
25 February 2014 - 10:09AM
Edgar (US Regulatory)
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
*
Quaker BioVentures II LP
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2. Issuer Name
and
Ticker or Trading Symbol
NUPATHE INC.
[
PATH
]
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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)
C/O QUAKER BIOVENTURES CAPITAL II, L.P., 2929 ARCH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2014
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(Street)
PHILADELPHIA, PA 19104
(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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2/21/2014
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U
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5321193
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D
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$3.65
(1)
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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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Warrant (right to purchase)
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$2.00
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2/21/2014
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J
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2500000
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4/23/2013
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10/23/2017
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Common Stock
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2500000
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$1.65
(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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In addition to the tender offer price of $3.65 per share, the Reporting Person may be eligible to receive up to $3.15 per share in contingent cash consideration payments upon the satisfaction of certain performance milestones.
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(
2)
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In connection with the merger of the Issuer with a subsidiary of Teva Pharmaceutical Industries Ltd., which merger was consummated on February 21, 2014 (the "Merger"), and pursuant to the approval of the Issuer's board of directors, each of the Reporting Person's warrants was cancelled in exchange for cash equal to the spread between the $3.65 tender offer price and the exercise price of the warrant. In addition, the Reporting Person may be eligible to receive up to $3.15 per share underlying such warrants in contingent cash consideration payments upon the satisfaction of certain performance milestones.
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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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Quaker BioVentures II LP
C/O QUAKER BIOVENTURES CAPITAL II, L.P.
2929 ARCH STREET
PHILADELPHIA, PA 19104
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X
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Signatures
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Quaker BioVentures II, L.P., By: Quaker BioVentures Capital II, L.P., its general partner, By: Quaker BioVentures Capital II, LLC, its general partner, By: /s/ Richard S. Kollender, Managing Member
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2/24/2014
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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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