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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Oliviero James F III 750 LEXINGTON AVENUE NEW YORK, NY 10022 |
Chief Financial Officer |
/s/ James F. Oliviero | 12/17/2009 | |
**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) | The shares Mr. Oliviero is reporting on this Form 4 were received pursuant to that certain merger agreement (the "Agreement") between Keryx Biopharmaceuticals Inc. ("Keryx") and ACCESS Oncology, Inc. ("ACCESS") dated January 7, 2004, as amended. Under the terms of the Agreement, the common stockholders of ACCESS did not receive any compensation at the time the merger closed, but are due to receive common stock in Keryx upon the achievement of certain milestones. This issuance of Keryx common stock to Mr. Oliviero represents the first milestone payment under the Agreement, and was triggered by the initiation of a Phase 3 registration trial of KRX-0401 (perifosine). Mr. Oliviero originally purchased $21,000 of common stock of ACCESS (the "ACCESS Shares"). Prior to this issuance, Mr. Oliviero has not received any compensation related to his ownership of the ACCESS Shares. |
(2) | Based on a closing price of $2.73 per share on December 16, 2009, the 5,214 shares issued to Mr. Oliviero were valued at $14,234. |
(3) | Of the 362,964 shares owned, 241,881 are restricted common stock. |