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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) | $ 2.18 | 08/16/2006 | A | 10,527 | (2) | 08/11/2013 | Common Stock | 10,527 | (2) | 10,527 | D | ||||
Stock Option (Right to Buy) | $ 2.18 | 08/16/2006 | A | 5,045 | (3) | 08/11/2013 | Common Stock | 5,045 | (3) | 5,045 | D | ||||
Stock Option (Right to Buy) | $ 2.18 | 08/16/2006 | A | 3,214 | (4) | 04/29/2014 | Common Stock | 3,214 | (4) | 3,214 | D | ||||
Stock Option (Right to Buy) | $ 0.98 | 08/16/2006 | A | 95,315 | (5) | 09/23/2014 | Common Stock | 95,315 | (5) | 95,315 | D | ||||
Stock Option (Right to Buy) | $ 0.98 | 08/16/2006 | A | 30,554 | (6) | 09/23/2014 | Common Stock | 30,554 | (6) | 30,554 | D | ||||
Stock Option (Right to Buy) | $ 0.98 | 08/16/2006 | A | 74,092 | (7) | 01/18/2015 | Common Stock | 74,092 | (7) | 74,092 | D | ||||
Stock Option (Right to Buy) | $ 1.74 | 08/16/2006 | A | 11,141 | (8) | 04/28/2015 | Common Stock | 11,141 | (8) | 11,141 | D | ||||
Stock Option (Right to Buy) | $ 3.62 | 08/16/2006 | A | 24,800 | (9) | 06/05/2016 | Common Stock | 24,800 | (9) | 24,800 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Noiman Silvia C/O EPIX PHARMACEUTICALS, INC. 4 MAGUIRE ROAD LEXINGTON, MA 02421 |
Sr VP Pipeline Mgt, GM Israel |
/s/ Michael Berdik Attorney-in-Fact | 08/18/2006 | |
**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) | Received in exchange for 4,457 shares of Predix Pharmaceuticals Holdings, Inc. ("Predix") common stock based on an exchange ratio of 0.826702 in connection with the merger of EPIX Pharmaceuticals, Inc. ("EPIX") and Predix (the "Merger") and after EPIX having effected a 1 for 1.5 reverse stock split. On the effective date of the Merger, the closing price of EPIX?s common stock was $4.85 per share. |
(2) | Received in the Merger in exchange for a stock option to acquire 12,735 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vests over a four year period at a rate of 25% on July 31, 2004, with the balance vesting in equal annual installments over the remaining three years. |
(3) | Received in the Merger in exchange for a stock option to acquire 6,104 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested in full on August 8, 2003. |
(4) | Received in the Merger in exchange for a stock option to acquire 3,888 shares of Predix common stock for $1.80 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 16 quarterly installments of 6.25% each on July 29, 2004. |
(5) | Received in the Merger in exchange for a stock option to acquire 115,301 shares of Predix common stock for $0.81 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested in full on November 1, 2004. |
(6) | Received in the Merger in exchange for a stock option to acquire 36,962 shares of Predix common stock for $0.81 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested in full on November 1, 2004. |
(7) | Received in the Merger in exchange for a stock option to acquire 89,628 shares of Predix common stock for $0.81 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 48 approximately equal monthly installments on February 18, 2005. |
(8) | Received in the Merger in exchange for a stock option to acquire 13,478 shares of Predix common stock for $1.44 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option began vesting in 48 approximately equal monthly installments on August 1, 2005. |
(9) | Received in the Merger in exchange for a stock option to acquire 30,000 shares of Predix common stock for $2.99 per share. The terms and provisions of the Predix option plan under which this option was granted will continue to apply to this option. The option vested as to 10.4% of the shares as of June 5, 2006, with the remaining balance vesting in 43 approximately equal monthly installments beginning on July 1, 2006. |