Filing Details
- Accession Number:
- 0001181431-11-023874
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-04-13 18:51:58
- Reporting Period:
- 2011-04-12
- Filing Date:
- 2011-04-13
- Accepted Time:
- 2011-04-13 18:51:58
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
716646 | Clinical Data Inc | CLDA | Pharmaceutical Preparations (2834) | 042573920 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
38074 | Forest Laboratories Inc | 909 Third Avenue New York NY 10022 | No | No | Yes | No | |
1513956 | Magnolia Acquisition Corp. | C/O Forest Laboratories, Inc. 909 Third Avenue New York NY 10022 | No | No | Yes | No | |
1514018 | C.v. Holding Fl | C/O Forest Laboratories, Inc. 909 Third Avenue New York NY 10022 | No | No | Yes | No | |
1514019 | Fli International, Llc | C/O Forest Laboratories, Inc. 909 Third Avenue New York NY 10022 | No | No | Yes | No | |
1516557 | Dogwood Holding Corp. | C/O Forest Laboratories, Inc. 909 Third Avenue New York NY 10022 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2011-04-12 | 27,868,256 | $30.00 | 0 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | 2005 Warrants | Acquisiton | 2011-04-12 | 93,556 | $14.90 | 108,850 | $15.60 |
Common Stock | 2006 Warrants | Acquisiton | 2011-04-12 | 113,817 | $17.71 | 143,774 | $12.97 |
Common Stock | 2008 Warrants | Acquisiton | 2011-04-12 | 757,461 | $13.56 | 757,461 | $16.44 |
Common Stock | Series A 2009 Warrants | Acquisiton | 2011-04-12 | 1,527,650 | $21.88 | 1,527,650 | $8.12 |
Common Stock | Series B 2009 Warrants | Acquisiton | 2011-04-12 | 1,527,650 | $20.26 | 1,527,650 | $9.74 |
Common Stock | 2017 Convertible Notes | Acquisiton | 2011-04-12 | 6,110,599 | $30.00 | 6,110,599 | $8.18 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2005-11-17 | 2011-05-17 | No | 4 | P | Direct |
0 | 2006-06-13 | 2011-12-14 | No | 4 | P | Direct |
0 | 2008-09-26 | 2014-03-26 | No | 4 | P | Direct |
0 | 2009-02-25 | 2014-08-25 | No | 4 | P | Direct |
0 | 2009-02-25 | 2014-08-25 | No | 4 | P | Direct |
0 | 2009-02-25 | 2014-08-25 | No | 4 | P | Direct |
Footnotes
- This form is filed on behalf of Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), FLI International LLC ("FLI International"), Dogwood Holding Corp. ("Dogwood") and Magnolia Acquisition Corp. ("Magnolia"), 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 Dogwood. FLI International is the general partner of FL Holding, and FL Holding is the parent of Dogwood. Pursuant to the terms of the Merger Agreement, Magnolia was merged with and into Clinical Data on April 13, 2011. Prior to the merger, Magnolia was a wholly-owned subsidiary of Dogwood.
- The price of each security also includes the contractual right, pursuant to a Contingent Value Rights Agreement, dated as of April 13, 2011, by and among FL Holding, Forest and American Stock Transfer & Trust Company, LLC, as Rights Agent, to receive additional consideration of up to $6.00 per share upon the achievement of certain milestones related to Viibryd?? (the "CVR consideration").
- All of Clinical Data's outstanding securities were cancelled and/or exercised in a merger of Magnolia with and into Clinical Data on April 13, 2011 pursuant to the Merger Agreement, and converted into the right to receive the $30.00 in cash and the CVR Consideration.
- The 2017 Convertible Notes may be repaid at any time upon 90 days prior written notice. The final maturity date of the 2017 Convertible Notes is February 25, 2017.