- Statement of Changes in Beneficial Ownership (4)
20 2월 2010 - 10:10AM
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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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
*
LAI N C JOSEPH
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2. Issuer Name
and
Ticker or Trading Symbol
BIOFORM MEDICAL INC
[
BFRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
W302N6117 SPENCE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2010
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(Street)
HARTLAND, WI 53029
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Common Stock
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2/16/2010
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U
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100
(1)
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D
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$5.45
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0
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D
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Common Stock
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2/16/2010
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U
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160803
(1)
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D
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$5.45
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0
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I
(2)
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By N.C. Joseph Lai, a/t/f the Helen & Joseph Lai Irrevocable Trust
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Common Stock
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2/16/2010
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U
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2600000
(1)
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D
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$5.45
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0
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I
(3)
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By Helen and Joseph Lai, co-Trustees of the Helen and Joseph Lai Irrevocable Trust, dated 12/17/99
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Common Stock
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2/16/2010
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U
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720000
(1)
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D
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$5.45
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0
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I
(4)
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By Naichiu Joseph Lai Revocable Trust
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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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Explanation of Responses:
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(
1)
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These shares were tendered to Vine Acquisition Corp. (the "Purchaser") 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. Such shares were purchased by the Purchaser pursuant to the Tender Offer on February 16, 2010.
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(
2)
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Dr. Lai and Ms. Lai are trustees of the N.C. Joseph Lai, a/t/f the Helen and Joseph Lai Irrevocable Trust. Dr. Lai and Ms. Lai each disclaim beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Helen Lee Lai and N.C. Joseph Lai, and their successors, co-Trustees of Helen and Joseph Lai Irrevocable Trust, dated December 17, 1999 and Naichiu Joseph Lai Revocable Trust each disclaims beneficial ownership of these securities.
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(
3)
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Dr. Lai and Ms. Lai are trustees of the Helen Lee Lai and N.C. Joseph Lai, and their successors, co-Trustees of the Helen and Joseph Lai Irrevocable Trust, dated December 17, 1999. Dr. Lai and Ms. Lai each disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Naichiu Joseph Lai Revocable Trust disclaims beneficial ownership of these securities.
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(
4)
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Dr. Lai and Ms. Lai are trustees of the Naichiu Joseph Lai Revocable Trust. Dr. Lai and Ms. Lai each disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. Helen Lee Lai and N.C. Joseph Lai, and their successors, co-Trustees of the Helen and Joseph Lai Irrevocable Trust, dated December 17, 1999 disclaims beneficial ownership of these securities.
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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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LAI N C JOSEPH
W302N6117 SPENCE ROAD
HARTLAND, WI 53029
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X
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Helen & Joseph Lai Irrevocable Trust dated December 17 1999
W302N6117 SPENCE ROAD
HARTLAND, WI 53029
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See footnotes 2 and 3
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Naichiu Joseph Lai Revocable Trust
W302N6117 SPENCE ROAD
HARTLAND, WI 53029
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See footnote 4
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Lai Helen Lee
W302N6117 SPENCE ROAD
HARTLAND, WI 53029
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See footnotes 2, 3 and 4
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Signatures
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/s/ N.C. Joseph Lai
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2/19/2010
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**
Signature of Reporting Person
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Date
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/s/ N.C. Joseph Lai, as trustee of Helen and Joseph Lai Irrevocable Trust dated December 17, 1999
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2/19/2010
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**
Signature of Reporting Person
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Date
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/s/ N.C. Joseph Lai, as trustee of Naichiu Joseph Revocable Trust
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2/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Helen Lee Lai
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2/19/2010
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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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