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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred | $ 4.25 (1) | 03/13/2007 | D | 3,190 | (1) | (3) | Common Stock | 3,190 | (2) | 0 | D | ||||
| Series C Preferred | $ 4.25 (1) | 03/13/2007 | A | 3,190 | (1) | (3) | Common Stock | 3,190 | (2) | 3,190 | D | ||||
| Option | $ 2.94 | 07/28/2005 | 07/28/2015 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Option | $ 2.05 | 07/27/2006 | 07/27/2016 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Poole William 1301 KINGS GRANT DRIVE RALEIGH, NC 27614 |
X | |||
| /s/ William S. Poole | 03/14/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sole purpose of the transactions reported herein is to report the exchange of shares of the Series A Preferred Stock of the Company for an equal number of shares of Series C Preferred Stock of the Company. The rights associated with the Series C Preferred Stock are identical to those associated with the Series A Preferred Stock in all material respects except that the Series C Preferred Stock has different terms of conversion into shares of the Company's common stock. Shares of Series C Preferred Stock are convertible into shares of the Company's common stock upon the earlier to occur of: (i) the public announcement by the Issuer of positive outcome of the Issuer's Phase III efficacy trial (FEN-201) for its BEMA Fentanyl product, with the term "positive outcome" meaning a statistically significant difference (p less than or equal to 0.05) in the primary efficacy endpoint comparing active to placebo; or (ii) August 24, 2009. For additional information see Item 7.01 and 8.01 |
| (2) | The original issuance price of the Series A Preferred Stock is $4.25. The Series A Preferred Stock was exchanged into the Series C Preferred Stock on a one for one basis. |
| (3) | N/A |