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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 | ||||||||
Series C-1 Convertible Preferred Stock | $ 0.015 (1) | 05/26/2010 | A | 22 | 12/03/2010 | (2) | Common Stock | 1,466,674 | $ 1,000 | 22 | D | ||||
Series C-2 Convertible Pfd Stock Warrants (right to buy) (3) | $ 1,000 | 05/26/2010 | A | 44 | 05/26/2010 | 05/26/2013 | Series C-2 Convertible Preferred Stock | 44 | $ 0 | 44 | D | ||||
Series D-1 Convertible Pfd Stock Warrants (right to buy) | $ 1,000 | 05/26/2010 | A | 22 | 05/26/2010 | 05/26/2013 | Series D-1 Convertible Preferred Stock | 22 | $ 0 | 22 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SLOAN GAIL A 4365 EXECUTIVE DRIVE, SUITE 300 SAN DIEGO, CA 92121 |
Chief Financial Officer |
/s/ Gail A. Sloan | 05/28/2010 | |
**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 Series C-1 Convertible Preferred Stock (the "Series C-1 Stock") is initially convertible into shares of common stock of La Jolla Pharmaceutical Company at a price per share of $0.015, but such conversion price will be adjusted for certain events, such as stock splits, stock dividends, reclassifications and recapitalizations, and is subject to full-ratchet anti-dilution protection such that any subsequent issuance of common stock below $0.015 automatically adjusts the conversion price of the Series C-1 Stock to such lower price. |
(2) | The Series C-1 Stock does not have a set expiration date, although the holders of such stock may require the Company to redeem the Series C-1 Stock upon certain events. |
(3) | Upon exercise of these Series C-2 Convertible Preferred Stock Warrants, Ms. Sloan will receive up to 44 shares of Series C-2 Convertible Preferred Stock and warrants to purchase up to 44 shares of Series D-2 Convertible Preferred Stock. |