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Filing Details

Accession Number:: 0001209191-11-038423
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-07-06 17:14:45
Reporting Period:: 2011-07-06

Filing Date:: 2011-07-06
Accepted Time:: 2011-07-06 17:14:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1082554	United Therapeutics Corp	UTHR	Pharmaceutical Preparations (2834)	521984749

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
59478	Lilly Eli & Co	Lilly Corporate Center Indianapolis IN 46285		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-07-06	811,443	$54.15	5,251,394	Yes	4	J	Direct
Common Stock	Disposition	2011-07-06	49,103	$54.99	5,251,394	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward sale contract (obligation to sell)	Disposition	2011-07-06	1	$43,941,824.70	811,443	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2011-07-06	2011-07-06	Yes	4	J	Direct

Footnotes

On July 6, 2011, Eli Lilly and Company ("Lilly") settled the first of three tranches of a variable forward contract (the "Forward Contract") entered into in September 2010 with an unaffiliated third party ("Buyer") , which requires Lilly to deliver to Buyer up to a total of 3,150,838 shares of common stock of United Therapeutics Corporation ("Common Stock") in three tranches, beginning with a delivery of up to 1,050,280 shares on July 6, 2011 (the "First Settlement Date"). Lilly pledged 3,150,838 shares of Common Stock to secure its obligations under the Forward Contract and retained dividend and voting rights in such shares during the term of the pledge.
(continued from Footnote 1) Pursuant to the Forward Contract, Lilly was required to deliver a number of shares of Common Stock based on the volume weighted average prices per share of Common Stock on each trading day of the 10 trading day period ending on the date three trading days prior to the First Settlement Date (each, a "Settlement Price") and Buyer was required to pay $43,941,824.70. On July 6, 2011, Lilly delivered 811,443 shares of Common Stock in satisfaction of its obligations under the Forward Contract.
Pursuant to the Forward Contract, any shares not delivered upon settlement were to be returned to Lilly (the "Extra Shares"). In connection with the settlement of the first tranche, the parties agreed that the Buyer would pay cash to Lilly in lieu of the Extra Shares being returned to Lilly, with the amount of such cash being determined by prices based on market prices over a 10-trading day period preceding the First Settlement Date. Under the terms of this arrangement, Lilly agreed that the Extra Shares would be delivered to Buyer on June 23, 2011, June 29, 2011 and July 6, 2011, and that Lilly would receive a cash payment for such shares on the First Settlement Date. Pursuant to the arrangement, 49,103 of the Extra Shares were delivered to Buyer on July 6, 2011, for which Buyer paid $2,700,286.51.