FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BIOFORM MEDICAL INC [ BFRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Employee Stock Option (Right to Buy) | $1.18 | 02/16/2010 | D(1)(2) | 120,000 | (1)(2) | 04/07/2019 | Common Stock | 120,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $1.12 | 02/16/2010 | D(3) | 603,000 | (3) | 01/22/2019 | Common Stock | 603,000 | $0 | 0 | D | ||||
Director Stock Option (Right to Buy) | $1.75 | 02/16/2010 | D(4) | 13,000 | (4) | 01/12/2016 | Common Stock | 13,000 | $0 | 0 | D | ||||
Director Stock Option (Right to Buy) | $0.84 | 02/16/2010 | D(5) | 13,000 | (5) | 01/13/2015 | Common Stock | 13,000 | $0 | 0 | D | ||||
Director Stock Option (Right to Buy) | $0.45 | 02/16/2010 | D(6) | 35,000 | (6) | 01/15/2014 | Common Stock | 35,000 | $0 | 0 | D |
Explanation of Responses: |
1. Vine Acquisition Corp. (the "Purchaser"), initiated a tender offer pursuant to Purchaser's offer to purchase all of the outstanding shares of BioForm Medical, Inc. (the "Issuer") at a cash purchase price of $5.45 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on January 15, 2010 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of December 31, 2009, by and among Merz GmbH & Co. KGaA, the Purchaser and the Issuer. On the date of grant, the shares underlying this option were to vest and become exercisable as to 1/4 of the shares on 04/08/2010 and quarterly vesting thereafter, with options being fully vested four years following the date of grant. (Continued footnote in 2) |
2. The shares underlying this option, which were unvested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for the right to receive cash payment(s) representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options, upon the date(s) the shares underlying this option would have otherwise become vested. |
3. On the date of grant, the shares underlying this option were to vest and become exercisable as to 1/4 of the shares on 01/22/2010 and each anniversary thereof. 150,750 of the shares underlying these options, which were vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $652,747.50 representing the number of vested shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options. The remaining shares underlying these options, which were unvested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for the right to receive cash payment(s) representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options, upon the date(s) the shares underlying this option would have otherwise become vested. |
4. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $48,100.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45. less the aggregate exercise price of the options. |
5. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $59,930.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options. |
6. The shares underlying these options, which were fully vested at the closing of the Tender Offer, were canceled at the closing of the Tender Offer in exchange for a cash payment of $175,000.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $5.45, less the aggregate exercise price of the options. |
/s/ Dennis E. Condon | 02/19/2010 | |
** 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 Number. |