- Statement of Changes in Beneficial Ownership (4)
February 11 2010 - 4:24PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
GUERRY ALEXANDER ZAN III
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2. Issuer Name
and
Ticker or Trading Symbol
CHATTEM INC
[
CHTT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and C.E.O.
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(Last)
(First)
(Middle)
C/O CHATTEM INC, 1715 WEST 38TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2010
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(Street)
CHATTANOOGA, TN 37409
(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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Common Stock
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2/9/2010
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U
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100498
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D
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$93.50
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0
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D
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Common Stock
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2/9/2010
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U
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5402
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D
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$93.50
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0
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I
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By 401(K) Plan
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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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2005 Stock Option (Right to buy)
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$38.07
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(1)
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1/30/2012
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Common Stock
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50000
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50000
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D
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2005 Stock Option (Right to buy)
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$42.09
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(2)
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4/20/2012
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Common Stock
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40000
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40000
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D
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2005 Stock Option (Right to buy)
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$59.77
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(1)
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4/25/2013
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Common Stock
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57500
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57500
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D
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2005 Stock Option (Right to buy)
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$70.95
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(1)
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4/30/2014
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Common Stock
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55000
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55000
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D
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2009 Stock Option (Right to buy)
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$55.5395
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(1)
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4/30/2015
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Common Stock
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55000
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55000
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D
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Explanation of Responses:
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(
1)
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The options became fully vested and exercisable in accordance with their terms on February 9, 2010, upon the consummation of
the tender offer commenced by River Acquisition Corp., an indirect wholly-owned subsidiary of sanofi-aventis, for all
outstanding shares of common stock of Chattem, Inc. at $93.50 per share, net to the sellers in cash without interest, less
any required withholding taxes.
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(
2)
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Effective November 30, 2005, the options were fully vested pursuant to an amendment to the grant agreement under which such
options were granted.
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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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GUERRY ALEXANDER ZAN III
C/O CHATTEM INC
1715 WEST 38TH STREET
CHATTANOOGA, TN 37409
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X
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Chairman and C.E.O.
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Signatures
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By: /s/ Alexander (Zan) Guerry III
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2/11/2010
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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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