- Statement of Changes in Beneficial Ownership (4)
2009年7月8日 - 5:16AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MOLINA ARTURO MD
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2. Issuer Name
and
Ticker or Trading Symbol
Cougar Biotechnology, Inc.
[
CGRB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
10990 WILSHIRE BLVD., SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/3/2009
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(Street)
LOS ANGELES, CA 90024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$21.05
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7/3/2009
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D
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160000
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(1)
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5/7/2017
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Common Stock
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160000
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$21.95
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0
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D
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Stock Option (Right to Buy)
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$34.09
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7/3/2009
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D
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65000
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(2)
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8/1/2018
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Common Stock
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65000
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$8.91
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0
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D
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Explanation of Responses:
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(
1)
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This option to purchase shares of the Issuer's common stock, which provided for vesting in four equal annual installments commencing on the first anniversary of the date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Kite Merger Sub, Inc. ("Kite"), a wholly-owned subsidiary of Johnson & Johnson, effective as of July 2, 2009. As a result of the completion of the tender offer, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $3,512,000.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
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(
2)
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This option to purchase shares of the Issuer's common stock, which provided for vesting in four equal annual installments commencing on the first anniversary of the date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Kite, effective as of July 2, 2009. As a result of the completion of the tender offer, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $579,150.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MOLINA ARTURO MD
10990 WILSHIRE BLVD., SUITE 1200
LOS ANGELES, CA 90024
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Chief Medical Officer
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Signatures
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/s/ Arturo Molina, MD, MS
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7/7/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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