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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to Purchase Class A Common Stock | $ 1.43 | 04/04/2008 | 04/04/2013 | Class A Common Stock | 2,708,849 | 2,708,849 | I | See footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moorin Jay C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X | |||
SCHREIBER ALAIN C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON, NJ 08542-4520 |
X |
/s/ Pasquale De Angelis as Attorney-in-Fact | 09/17/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $.80 to $.85. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. |
(2) | Of the shares reported in this transaction: 81,483 were acquired by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner, and 162,966 were acquired by ProQuest Investments IV, L.P. ("Investments IV"), of which ProQuest Associates IV LLC ("Associates IV") is the general partner. Of the total shares reported: 3,022,754 are owned by Investments III, and 6,045,505 are owned by Investments IV. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |
(3) | Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $.75 to $.77. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. |
(4) | Of the shares reported in this transaction: 5,796 were acquired by ProQuest Investments III, and 11,591 were acquired by ProQuest Investments IV, L.P. Of the total shares reported: 3,028,550 are owned by Investments III, and 6,057,096 are owned by Investments IV. |
(5) | Constitutes the weighted average purchase price for multiple transactions reported on this line having prices per share ranging from $.78 to $.80. The Reporting Persons will provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding each separate transaction. |
(6) | Of the shares reported in this transaction: 137,739 were acquired by ProQuest Investments III, and 275,478 were acquired by ProQuest Investments IV, L.P. Of the total shares reported: 3,166,289 are owned by Investments III, and 6,332,574 are owned by Investments IV. |
(7) | Of such warrants: 902,950 are owned by Investments III, and 1,805,899 are owned by Investments IV. The warrants contain a limitation on exercise, which, in combination with an agreement between the Reporting Persons and Avanir Pharmaceuticals, prevent the Reporting Persons from exercising any warrants if, after giving effect to the exercise the Reporting Persons would in the aggregate beneficially own more than 9.99% of the outstanding shares of Class A Common Stock. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. |