Statement of Changes in Beneficial Ownership (4)
June 10 2020 - 10:13AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Forman Alan S |
2. Issuer Name and Ticker or Trading Symbol
STEMLINE THERAPEUTICS INC
[
STML
]
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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)
C/O STEMLINE THERAPEUTICS, INC., 750 LEXINGTON AVENUE, ELEVENTH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2020 |
(Street)
NEW YORK, NY 10022
(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 | 6/10/2020 | | U | | 88298 | D | (1) | 0 | D | |
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) | 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 |
Stock Option (right to buy) | $6.78 | 6/10/2020 | | D | | | 34000 | (2) | 5/25/2026 | Common Stock | 34000 | (3) | 0 | D | |
Stock Option (right to buy) | $8.20 | 6/10/2020 | | D | | | 24000 | (2) | 6/19/2027 | Common Stock | 24000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of in connection with a tender offer made pursuant to an agreement and plan of merger among Issuer, Berlin-Chemie AG, and Mercury Merger Sub, Inc., dated as of May 3, 2020 (the "Merger Agreement"), in exchange for $11.50 per share, net to the holder in cash, plus one contractual contingent value right ("CVR") per share (collectively, the "Offer Price"). Each CVR represents the right to receive a payment of $1.00 in cash upon the achievement of a certain milestone relating to the first sale of ELZONRIS in any one of certain countries following a marketing authorization approval by the European Commission. The CVR milestone must be achieved on or prior to December 31, 2021. |
(2) | All options were vested and exercisable as of the effective time of the merger. |
(3) | Disposed of under the Merger Agreement in exchange for the excess of the Offer Price over the exercise price of the option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Forman Alan S C/O STEMLINE THERAPEUTICS, INC. 750 LEXINGTON AVENUE, ELEVENTH FLOOR NEW YORK, NY 10022 | X |
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Signatures
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/s/ Kenneth Hoberman, Attorney-in-Fact | | 6/10/2020 |
**Signature of Reporting Person | Date |
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