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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 | ||||||||
Restricted Stock Units (1) | (2) | 02/17/2006 | A(3) | 1,900 | 02/17/2007(4) | 02/16/2010 | Common Stock | 1,900 | $ 0 | 1,900 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bartels Ursula B 4560 HORTON STREET EMERYVILLE, CA 94608 |
V.P. & General Counsel |
Ursula B. Bartels by Naima Robinson as Attorney in Fact | 02/22/2006 | |
**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) | Each unit pertains to one share of the Issuer's common stock and may be settled either in cash or in stock based on date on which settlement occurs. Settlement will occur as the units vest, and to the extent such settlement occurs prior to the closing of the acquisition of the Issuer by Novartis AG, the payment will be made in shares of the Issuer's common stock; otherwise, the units will be assumed by Novartis and payment will be made in cash based on the consideration paid per share of the Issuer's common stock in the Novartis acquisition. |
(2) | One-for-One |
(3) | Shares of the Issuer's common stock which become issuable upon the vesting of the units will be withheld by the Issuer in satisfaction of the applicable withholding taxes, unless the Reporting Person elects to pay such taxes in cash. |
(4) | The units will vest in four equal, successive annual installments upon the Reporting Person's completion of each year of employment with the Issuer over the four-year period measured from the Grant Date. However, the units will vest in full on an accelerated basis upon an acquisition of the Issuer by a merger or asset sale in which the units are not assumed or upon the termination of the Reporting Person's employment with the Issuer under certain prescribed circumstances following certain changes in control or ownership of the Issuer (including the Novartis acquisition) in which the units are assumed. |