FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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
                      

1. Name and Address of Reporting Person *

LITWIN JEFFREY S
2. Issuer Name and Ticker or Trading Symbol

ERESEARCHTECHNOLOGY INC /DE/ [ ERT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O ERESEARCHTECHNOLOGY, INC., 1818 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2012
(Street)

PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value   7/3/2012     D    43644   D $0   192947   D  
 
Common Stock, $.01 par value   7/3/2012     D    192947   D $8.00   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   $6.21   7/3/2012     D         31327      (2) 5/3/2018   Common Stock, $.01 par value   31327   $1.79   0   D  
 
Option (Right to Buy)   $6.46   7/3/2012     D         35437      (3) 3/2/2018   Common Stock, $.01 par value   35437   $1.54   0   D  
 
Option (Right to Buy)   $6.05   7/3/2012     D         36456      (4) 2/26/2017   Common Stock, $.01 par value   36456   $1.95   0   D  
 
Option (Right to Buy)   $4.60   7/3/2012     D         50000      (5) 3/2/2016   Common Stock, $.01 par value   50000   $3.40   0   D  
 
Option (Right to Buy)   $7.41   7/3/2012     D         20000      (6) 2/23/2014   Common Stock, $.01 par value   20000   $.59   0   D  
 
Option (Right to Buy)   $6.29   7/3/2012     D         52500      (7) 4/22/2013   Common Stock, $.01 par value   52500   $1.71   0   D  
 

Explanation of Responses:
( 1)  These shares were disposed of pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $1,543,576, representing the per share consideration paid in the merger.
( 2)  This option, which vested in four equal annual installments commencing on May 5, 2012, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $56,075.33, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
( 3)  This option, which vested in four equal annual installments commencing on March 2, 2012, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $54,572.98, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
( 4)  This option, which vested in four equal annual installments commencing on February 26, 2011, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $71,089.20, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
( 5)  This option, which vested in four equal annual installments commencing on March 2, 2010, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $170,000, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
( 6)  This option, which vested in four equal annual installments commencing on February 23, 2008, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $11,800, representing the difference between the exercise price of the option and the per share consideration paid in the merger.
( 7)  This option, which vested in four equal annual installments commencing on April 22, 2004, was canceled pursuant to the Agreement and Plan of Merger dated as of April 9, 2012 by and among eResearchTechnology, Inc., Explorer Holdings, Inc. and Explorer Acquisition Corp. in exchange for a cash payment of $89,775, representing the difference between the exercise price of the option and the per share consideration paid in the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LITWIN JEFFREY S
C/O ERESEARCHTECHNOLOGY, INC.
1818 MARKET STREET
PHILADELPHIA, PA 19103
X
President & CEO

Signatures
Jeffrey Litwin 7/6/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Eresearch Technology Inc. (MM) (NASDAQ:ERT)
過去 株価チャート
から 10 2024 まで 11 2024 Eresearch Technology Inc. (MM)のチャートをもっと見るにはこちらをクリック
Eresearch Technology Inc. (MM) (NASDAQ:ERT)
過去 株価チャート
から 11 2023 まで 11 2024 Eresearch Technology Inc. (MM)のチャートをもっと見るにはこちらをクリック