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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SUN PHARMACEUTICAL INDUSTRIES LTD 17/B MAHAL INDUSTRIAL ESTATE MAHAKALI CAVES ROAD, ANDHERI (EAST) MUMBAI, K7 400 093 |
X | |||
| SUN PHARMA GLOBAL INC INTERNATIONAL TRUST BUILDING P.O. BOX 659, ROAD TOWN TORTOLA, D8 00000 |
X | |||
| SHANGHVI DILIP S 17/B MAHAL INDUSTRIAL ESTATE MAHAKALI CAVES ROAD, ANDHERI (EAST) MUMBAI, K7 400 093 |
X | Non-Executive Chairman | ||
| Sun Pharmaceutical Industries Limited, By: /s/ Dilip S. Shanghvi, Chairman and Managing Director | 06/16/2011 | |
| **Signature of Reporting Person | Date | |
| Sun Pharma Global, Inc., By: /s/ Harin Mehta, Director | 06/16/2011 | |
| **Signature of Reporting Person | Date | |
| /s/ Dilip S. Shanghvi | 06/16/2011 | |
| **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) | At a special meeting of stockholders held on June 14, 2011 (the "Special Meeting"), the stockholders of Caraco Pharmaceutical Laboratories, Ltd. ("Caraco") voted to approve and adopt the Agreement and Plan of Merger, dated as of February 21, 2011 (the "Merger Agreement"), by and among Sun Pharmaceutical Industries Limited ("Sun Pharma"), Sun Pharma Global, Inc. ("Sun Global"), Sun Laboratories, Inc. ("Sun Laboratories") and Caraco. Immediately following the approval and adoption, on June 14, 2001, Sun Laboratories was merged (the "Merger") with and into Caraco, with Caraco as the surviving corporation. (footnote continued) |
| (2) | (continued from Footnote 1) Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of common stock of Caraco issued and outstanding immediately prior to the Effective Time (other than shares of common stock held by Sun Pharma and Sun Global, and shares held by dissenting stockholders) was converted into the right to receive $5.25, without interest and subject to any applicable withholding taxes. Each share, including those held by dissenting stockholders, not held by Sun Pharma or Sun Global was then automatically cancelled and ceases to exist. |
| (3) | (continued from Footnote 1) Also at the Effective Time: each of the 100 shares of common stock of Sun Laboratories held by Sun Global that was issued and outstanding immediately prior to the Effective time was converted into one share of common stock of Caraco; each share of common stock of Caraco held by Sun Pharma immediately prior to the Effective Time remained outstanding following the Merger as a share of common stock of Caraco; and each share of common stock of Caraco held by Sun Global immediately prior to the Effective Time remained outstanding following the Merger and was converted into the number of shares of common stock of Caraco equal to the sum of the number of shares of common stock of Caraco owned by Sun Global immediately prior to the Effective Time and the number of shares of common stock of Caraco held by Caraco's stockholders other than Sun Pharma and Sun Global immediately prior to the Effective Time. |
| (4) | (continued from Footnote 1) As a result of the Merger, all of Caraco's issued and outstanding common stock is owned by Sun Pharma and Sun Global. In addition, as a result of the Merger, Caraco's common stock ceased trading on the NYSE Amex as of the close of trading on June 14, 2011, and the NYSE Amex will file an application on Form 25 with the SEC to report that Caraco's common stock is no longer listed on the NYSE Amex. Caraco expects to file a Form 15 with the SEC to provide notice of the suspension of its duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended. |
| (5) | These shares are owned directly by Sun Global. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Sun Pharma and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein. |
| (6) | These shares are owned directly by Sun Pharma. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Mr. Shanghvi disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |