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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 | ||||||||
Stock Option (right to buy) | $ 0.1 | 11/08/2012 | A | 9,286,408 | (1) | 11/08/2022 | Common Stock | 9,286,408 | $ 0 | 9,286,408 | D | ||||
Resticted Stock Units | (2) | 11/08/2012 | A | 3,095,469 | (3) | (3) | Common Stock | 3,095,469 | $ 0 | 3,095,469 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAPIRSTEIN JAMES C/O ALLIQUA, INC. 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
X | Chief Executive Officer |
/s/ James Sapirstein | 11/09/2012 | |
**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 option vests in three equal annual installments. The first installment becomes exercisable on November 8, 2013, the second installment becomes exercisable on November 8, 2014 and the third installment becomes exercisable on November 8, 2015, provided the option becomes exercisable as to any remaining shares immediately on such date that (a) Mr. Sapirstein is terminated by the issuer without Cause (as defined in Mr. Sapirstein's employment agreement with the issuer), (b) Mr. Sapirstein terminates his employment agreement for Good Reason (as defined in the employment agreement), or (c) a change of control of the issuer occurs. |
(2) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(3) | The restricted stock units (RSUs) vest as follows: (a) if and to the extent that the following goals are achieved on or before November 8, 2015: (1) 50% of the RSUs shall vest upon the achievement of a market cap in excess of $50 million, (2) an additional 25% of the RSUs shall vest upon the achievement of a market cap in excess of $100 million, and (3) the remaining 25% of the RSUs shall vest upon the achievement of a market cap in excess of $200 million; and (b) immediate vesting of 100% of the then unvested RSUs immediately on such date that (a) Mr. Sapirstein is terminated by the issuer without Cause (as defined in Mr. Sapirstein's employment agreement with the issuer), (b) Mr. Sapirstein terminates his employment agreement for Good Reason (as defined in the employment agreement), or (c) a change of control of the issuer occurs, provided such change in control or termination of service occurs on or before November 8, 2015. |