Midatech Pharma US Form 4 Midatech Pharma US / HAYWOOD D COCHRANE ownership change

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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X

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^*

COCHRANE HAYWOOD D

(Last) (First) (Middle)

C/O DARA BIOSCIENCES, INC.

8601 SIX FORKS ROAD, SUITE 160

(Street)

RALEIGH NC 27615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Midatech Pharma US Inc. [ DARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	12/04/2015	12/04/2015	D		5,614	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	$36	12/04/2015	12/04/2015	D			375	03/23/2012	03/23/2020	Common Stock	375	(2)	0	D
Stock Option	$15.15	12/04/2015	12/04/2015	D			1,000	08/02/2011	04/01/2021	Common Stock	1,000	(2)	0	D
Stock Option	$10.25	12/04/2015	12/04/2015	D			2,000	09/15/2012	09/15/2021	Common Stock	2,000	(2)	0	D
Stock Option	$6.55	12/04/2015	12/04/2015	D			12,000	12/27/2011	12/27/2021	Common Stock	12,000	(2)	0	D
Stock Option	$5	12/04/2015	12/04/2015	D			10,000	12/04/2015	05/15/2022	Common Stock	10,000	(2)	0	D
Stock Option	$3.75	12/04/2015	12/04/2015	D			12,000	05/10/2014	05/10/2023	Common Stock	12,000	(2)	0	D
Stock Option	$1.17	12/04/2015	12/04/2015	D			38,462	05/19/2015	05/19/2024	Common Stock	38,462	(2)	0	D
Stock Option	$0.79	12/04/2015	12/04/2015	D			32,000	02/09/2015	02/09/2025	Common Stock	32,000	(2)	0	D
Stock Option	$0.69	12/04/2015	12/04/2015	D			21,739	09/19/2015	05/19/2025	Common Stock	21,739	(2)	0	D
Stock Option	$0.86	12/04/2015	12/04/2015	D			10,901	11/15/2015	09/01/2025	Common Stock	10,901	(2)	0	D
Preferred Stock	$0	12/04/2015	12/04/2015	D			10	06/04/2014	(4)	Common Stock	9,009	(5)	0	D
Warrants	$1.67	12/04/2015	12/04/2015	D			4,505	06/04/2014	06/04/2019	Common Stock	4,505	(3)	0	D

Explanation of Responses:

1. Common stock disposed of pursuant to the Agreement and Plan of Merger among DARA BioSciences, Inc. (DARA) and Midatech Pharma PLC (Midatech) and certain other parties thereto, whereby each share of common stock of DARA was converted into (i) 0.136 American Depository Receipts (Midatech ADRs), with each Midatech ADR representing two Midatech ordinary shares, plus (ii) one contingent value right representing the right to receive contingent payments if specified milestones are achieved within agreed time periods, plus (iii) cash in lieu of fractional Midatech ADRs. The closing price of the Midatech ordinary shares on December 4, 2015, the effective date of the merger was ?2.65.

2. These options were assumed by Midatech in connection with the Merger and replaced with options to purchase 0.136 Midatech ADRs for each DARA option held, at an exercise price equal to the exercise price of the applicable DARA option divided by 0.136.

3. These warrants were assumed by Midatech in connection with the Merger and replaced with warrants to purchase 0.136 Midatech ADRs for each warrant held at an exercise price equivalent to the exercise price of a DARA option divided by 0.136.

4. These preferred shares have no expiration date.

5. These preferred shares were purchased by Midatech pursuant to the merger agreement for $1,000 per share for total consideration of $10,000.

	/s/Haywood D. Cochrane	12/07/2015
	** Signature of Reporting Person	Date
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