ANESIVA, INC. 4/A

Accession 0001144204-06-026081

CIK 0001131517operating

View on SEC.gov Company Profile

Filed

Jun 25, 8:00 PM ET

Accepted

Jun 26, 12:42 PM ET

Size

26.7 KB

Accession

0001144204-06-026081

Insider Transaction Report

Form 4/AAmended

Period: 2005-12-15

ANESIVA, INC.ANSV

FERGUSON RODNEY A

Director

Transactions

Award
Common Stock
2005-12-15+2,144,698→ 2,886,121 total(indirect: See footnote)
Award
Common Stock
2005-12-15+20,066→ 35,134 total(indirect: See footnote)
Award
Common Stock
2005-12-15+7,332→ 13,198 total(indirect: See footnote)
Award
Common Stock
2005-12-15+44,218→ 81,769 total(indirect: See footnote)
Award
Common Stock
2005-12-15+130,596→ 234,689 total(indirect: See footnote)
Award
Common Stock
2005-12-15+65,565→ 118,118 total(indirect: See footnote)
Award
Option (right to buy)
2005-12-16+50,000→ 50,000 total
Exercise: $9.80Exp: 2015-12-16→ Common Stock (50,000 underlying)

Holdings

Option (right to buy)
Exercise: $2.44Exp: 2015-06-07→ Common Stock (2,500 underlying)
2,500
Option (right to buy)
Exercise: $1.20Exp: 2012-12-03→ Common Stock (10,000 underlying)
10,000
Common Stock
(indirect: See footnote)
34

Footnotes (12)

[F1]The number of shares reflects a 1 for 4 reverse stock split effected by the Issuer on December 15, 2005.
[F10]These options were granted to the Reporting Person as Director's Compensation, the Reporting Person is obligated to transfer any shares issued under the stock option to JPM SBIC. The option is immediately exercisable. Shares subject to the option vest monthly over 48 months.
[F11]These options were granted to the Reporting Person as Director's Compensation, the Reporting Person is obligated to transfer any shares issued under the stock option to JPM SBIC. The option is immediately exercisable. Shares subject to the option vest monthly over 12 months.
[F12]These options were granted to the Reporting Person as Director's Compensation, the Reporting Person is obligated to transfer any shares issued under the stock option to JPM SBIC. The option is immediately exercisable. One-quarter of these shares are immediately vested, the remainder of the shares will vest in equal monthly installments over 48 months.
[F2]These shares were issued as consideration pursuant to an Agreement and Plan of Merger dated September 23, 2005 between the Issuer and AlgoRx, Inc. on the effective date of the merger, the closing price of the Issuer's Common Stock was $9.80 per share (which reflects a 1 for 4 reverse stock-split effected by the Issuer on December 15, 2005, the effective date of the merger. Pursuant to an escrow agreement entered into by the Issuer at the effective time of the merger, 117,564 shares in the aggregate of the Issuer's Common Stock issued pursuant to the merger agreement were placed in an escrow account. Subject to certain indemnification claims, the escrowed shares will be released to the Reporting Person on or around June 15, 2006.
[F3]The amount shown, which includes 104,517 shares held in escrow as described in footnote 1 above, represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPM SBIC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the sole general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the sole member of JPM SBIC. The actual pro rata portion that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager. Mr. Ferguson disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein.
[F4]The amount shown, which includes 6,364 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
[F5]The amount shown, which includes 977 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors A, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
[F6]The amount shown, which includes 3,195 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
[F7]The amount shown, which includes 357 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman II. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman II. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
[F8]These shares were received by the Ferguson/Egan Family Trust dated 6/28/99 (the "Trust"), upon a distribution of the shares of the Issuer by Interwest Partners VIII, L.P., Interwest Investors Q VIII, LLC and Interwest Investors VII, L.P. The Reporting Person is a trustee and beneficiary of the Trust, and therefore beneficial ownership may be deemed attributable to the Reporting Person as a result thereof. The Reporting Person disclaims beneficial ownership of such shares except to the extent it exceeds his pecuniary interest therein.
[F9]The amount shown, which includes 2,154 shares held in escrow as described in footnote 1 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. ("Selldown"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of Selldown.

Documents

1 file

4
v046040_ex.xml

Issuer

ANESIVA, INC.

CIK 0001131517

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001131517

Filing Metadata

Form type: 4/A
Filed: Jun 25, 8:00 PM ET
Accepted: Jun 26, 12:42 PM ET
Size: 26.7 KB

View on SEC.gov