SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HALOZYME THERAPEUTICS INC [ HALO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/31/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/31/2016 | J(1) | 1,326,320(1) | D | (1) | 0 | I | by NRM IV(2) | ||
Common Stock | 05/31/2016 | J(1) | 81,795(1) | A | (1) | 216,795 | I | by Staff 2001(2) | ||
Common Stock | 05/31/2016 | J(1) | 371,186(1) | A | (1) | 3,056,601 | I | by R.J. Kirk DOT(2) | ||
Common Stock | 05/31/2016 | J(1) | 372(1) | A | (1) | 11,317 | I | by Lotus(2) | ||
Common Stock | 05/31/2016 | J(1) | 9,954(1) | A | (1) | 302,954 | I | by JPK 2008(2) | ||
Common Stock | 05/31/2016 | J(1) | 9,954(1) | A | (1) | 302,954 | I | by MGK 2008(2) | ||
Common Stock | 05/31/2016 | J(1) | 9,954(1) | A | (1) | 302,954 | I | by ZSK 2008(2) | ||
Common Stock | 05/31/2016 | J(1) | 23,259(1) | A | (1) | 354,654 | I | by JPK 2009(2) | ||
Common Stock | 05/31/2016 | J(1) | 23,259(1) | A | (1) | 354,653 | I | by MGK 2009(2) | ||
Common Stock | 05/31/2016 | J(1) | 2,235(1) | A | (1) | 2,235 | I | by ZSK 2009(2) | ||
Common Stock | 05/31/2016 | J(1) | 27,260(1) | A | (1) | 290,460 | I | by JPK 2012(2) | ||
Common Stock | 05/31/2016 | J(1) | 4,382(1) | A | (1) | 46,701 | I | by Kellie L. Banks LTT(2) | ||
Common Stock | 05/31/2016 | J(1) | 131,144(1) | A | (1) | 131,144 | I | by Senior Staff 2006(2) | ||
Common Stock | 05/31/2016 | J(1) | 65,572(1) | A | (1) | 65,572 | I | by Staff 2006(2) | ||
Common Stock | 05/31/2016 | J(1) | 21,858(1) | A | (1) | 21,858 | I | by Incentive 2006(2) | ||
Common Stock | 3,977,445 | I | by Kapital Joe(2) | |||||||
Common Stock | 6,328,853 | I | by NRM V(2) | |||||||
Common Stock | 3,538,253 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 |
Explanation of Responses: |
1. On May 31, 2016, New River Management IV, LP ("NRM IV") made a liquidating distribution of its assets to its partners in connection with the dissolution of the partnership in accordance with the terms of its limited partnership agreement. NRM IV held 1,326,320 shares of common stock of the issuer. The following entities in their capacities as partners of NRM IV, or designees, received shares: Third Security Staff 2001 LLC ("Staff 2001"), R.J. Kirk DOT, Lotus Capital (2000) Co, Inc. ("Lotus"), JPK 2008 LLC ("JPK 2008"), MGK 2008 LLC ("MGK 2008"), ZSK 2008 LLC ("ZSK 2008"), JPK 2009 LLC ("JPK 2009"), MGK 2009 LLC ("MGK 2009"), ZSK 2009 LLC ("ZSK 2009"), JPK 2012 LLC ("JPK 2012"), Kellie L Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006"). |
2. Randal J. Kirk controls each of NRM IV, Staff 2001, R.J. Kirk DOT, Lotus, JPK 2008, MGK 2008, ZSK 2008, JPK 2009, MGK 2009, ZSK 2009, JPK 2012, Kellie L. Banks LTT, Senior Staff 2006, Staff 2006, Incentive 2006, Kapital Joe, LLC ("Kapital Joe") and New River Management V, LP ("NRM V"). Shares held by these entities may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
/s/ Randal J. Kirk | 06/02/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |