Statement of Changes in Beneficial Ownership (4)
24 Février 2017 - 11:39PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
NAVARRO SAMUEL E
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2. Issuer Name
and
Ticker or Trading Symbol
DERMA SCIENCES, INC.
[
DSCI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CARDICA, INC., 900 SAGINAW DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2017
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(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/24/2017
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D
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37500
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D
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(1)
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0
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D
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Common Stock
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2/24/2017
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D
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25000
(2)
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A
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(4)
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25000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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2/24/2017
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D
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25000
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(3)
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(3)
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Common Stock
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25000
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$0
(4)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2017, by and among the Issuer, Integra Derma, Inc. and Integra LifeSciences Holdings Corporation (the "Merger Agreement"), as of the Effective Time (as defined in the Merger Agreement), the shares of the Issuer's common stock were converted into the right to receive $7.00 per share to the reporting person in cash.
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(
2)
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Represents shares of the Issuer's common stock received upon the vesting of 25,000 restricted stock units, as described herein.
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(
3)
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Upon the Effective Time, and in connection with a tender offer pursuant to which Integra Derma, Inc. offered to purchase all of the Issuer's common stock for $7.00 per share, the restricted stock units were converted into the right to receive an amount in cash equal to $7.00 with respect to each share of common stock underlying such award, payable without any interest thereon and subject to any required tax withholdings.
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(
4)
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The restricted stock units were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NAVARRO SAMUEL E
C/O CARDICA, INC.
900 SAGINAW DRIVE
REDWOOD CITY, CA 94063
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X
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Signatures
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/s/ Samuel E. Navarro
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2/24/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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