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 BIOSPECIFICS TECHNOLOGIES CORP [ BSTC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2020 | ||||||||||||||||||||||||||
| 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, $0.001 par value | 12/02/2020 | D | 1,920 | D | (1) | 1,726 | D | |||
| Common Stock, $0.001 par value | 12/02/2020 | D | 1,726 | D | (2) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $37.64 | 12/02/2020 | D | 1,687 | (3) | 04/22/2025 | Common Stock | 1,687 | $50.86 | 20,000 | D | ||||
| Stock Option (Right to Buy) | $41.82 | 12/02/2020 | D | 15,000 | (4) | 03/15/2028 | Common Stock | 15,000 | $46.68 | 5,000 | D | ||||
| Stock Option (Right to Buy) | $55.62 | 12/02/2020 | D | 5,000 | (5) | 03/13/2030 | Common Stock | 5,000 | $32.88 | 0 | D | ||||
| Explanation of Responses: |
| 1. Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among BioSpecifics Technologies Corp., Endo International plc, and Beta Acquisition Corp., dated October 19, 2020 (the "Merger Agreement"), 1,920 shares of common stock were exchanged for a cash payment of $169,920.00, representing the product obtained by multiplying the offer price ($88.50) by the number of shares owned by the reporting person. |
| 2. Upon the consummation of the Merger, pursuant to the Merger Agreement, 1,726 outstanding restricted stock units ("RSUs") were canceled in exchange for a cash payment of $152,751.00, representing the product obtained by multiplying (x) the aggregate number of shares of common stock underlying the RSUs, by (y) the offer price ($88.50). |
| 3. Upon the consummation of the Merger, pursuant to the Merger Agreement, the stock options, which provided for vesting in four equal annual installments following the grant date (April 22, 2015), were canceled in exchange for a cash payment of $85,800.82, representing the product obtained by multiplying (x) the aggregate number of shares of common stock underlying the stock options by (y) the amount by which the offer price ($88.50) exceeds the per share exercise price of such stock option. |
| 4. Upon the consummation of the Merger, pursuant to the Merger Agreement, the stock options, which provided for vesting in four equal annual installments following the grant date (March 15, 2018), were canceled in exchange for a cash payment of $700,200.00, representing the product obtained by multiplying (x) the aggregate number of shares of common stock underlying the stock options by (y) the amount by which the offer price ($88.50) exceeds the per share exercise price of such stock option. |
| 5. Upon the consummation of the Merger, pursuant to the Merger Agreement, the stock options, which would have vested in full on the one-year anniversary of the grant date (March 13, 2020), were canceled in exchange for a cash payment of $164,400.00, representing the product obtained by multiplying (x) the aggregate number of shares of common stock underlying the stock options by (y) the amount by which the offer price ($88.50) exceeds the per share exercise price of such stock option. |
| Remarks: |
| /s/ Jennifer M. Chao, by Carl A. Valenstein, attorney-in-fact | 12/02/2020 | |
| ** 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. | ||