Statement of Changes in Beneficial Ownership (4)
05 Novembre 2013 - 12:13AM
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
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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
*
RUCH JOSHUA
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2. Issuer Name
and
Ticker or Trading Symbol
VERENIUM CORP
[
VRNM
]
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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)
152 WEST 57TH STREET, 23RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2013
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(Street)
NEW YORK, NY 10019
(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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10/31/2013
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D
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482190
(1)
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D
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$4.00
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0
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I
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See Footnote
(2)
(3)
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Common Stock
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10/31/2013
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D
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20
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D
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$4.00
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0
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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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Non-Qualified Stock Option (right to buy)
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$2.1400
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10/31/2013
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D
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6000
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(4)
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5/26/2021
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Common Stock
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6000
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(4)
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0
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D
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NNon-Qualified Stock Option (right to buy)
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$2.29
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10/31/2013
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D
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6000
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(4)
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6/17/2023
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Common Stock
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6000
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.00
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10/31/2013
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D
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1655
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(4)
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6/16/2020
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Common Stock
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1655
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.05
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10/31/2013
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D
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428
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(4)
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6/15/2020
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Common Stock
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428
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.42
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10/31/2013
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D
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6000
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(4)
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6/21/2022
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Common Stock
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6000
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(4)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.85
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10/31/2013
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D
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6249
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(4)
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11/12/2019
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Common Stock
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6249
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(4)
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0
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D
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Warrant (right to buy)
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$22.44
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10/31/2013
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D
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5753
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(5)
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12/6/2016
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Common Stock
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5753
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(5)
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0
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I
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See Footnote
(6)
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Warrant (right to buy)
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$823.92
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10/31/2013
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D
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35
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(5)
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8/5/2015
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Common Stock
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35
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(5)
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0
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I
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See Footnote
(7)
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Explanation of Responses:
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(
1)
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Pursuant the terms of that certain Agreement and Plan of Merger, dated as of September 19, 2013, by and among Verenium Corporation ("Verenium"), BASF Corporation and Pastinaca Acquisition Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Verenium common stock was validly tendered for $4.00 per share in cash, subject to any required withholding of taxes.
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(
2)
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188,223 shares tendered by Pinnacle Management Trust II ("Pinnacle Trust II"), 58,999 shares tendered by Rho Ventures IV Holdings LLC (received in a distribution (the "RMT I Distribution") from Rho Management Trust I on 12/20/11, without consideration) ("RV IV Holdings"), 27,077 shares tendered by Rho Ventures IV, L.P. ("RV IV LP"), 63,751 shares tendered by Rho Ventures IV (QP), L.P. ("RV IV QP"), 66,434 shares tendered by Rho Ventures IV GmbH & Co. Beteiligungs KG ("RV IV KG"), 641 shares tendered by Rho Investment Partners Holdings LLC (received in a distribution from Pinnacle Trust II on 12/20/11, without consideration) ("RIP LLC"), 73,019 shares tendered by Pinnacle Investment Partners "H" L.P. ("Pinnacle H"), 3,993 shares tendered by Pinnacle Management Partners, L.P. ("Pinnacle MP"), 41 shares tendered by Mr. Ruch's 401(k) Plan and 12 shares tendered by family of Mr. Ruch.
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(
3)
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Mr. Ruch is (a) a managing member of Atlas Capital Holding L.L.C., which is the general partner of Pinnacle MP, which is the investment advisor to Pinnacle Trust II and the general partner of Pinnacle H, (b) a managing member of Rho Management Ventures IV, L.L.C., which is the general partner of RV IV LP and RV IV QP and the managing member of RV IV Holdings, (c) a managing director of Rho Capital Partners Verwaltungs GmbH, which is the general partner of RV IV KG, and (d) a managing member of Rho Capital Partners LLC, which is the managing member of RIP LLC. Mr. Ruch disclaims beneficial ownership of all of the shares held by the entities set forth in Footnote 2 except to the extent of his pecuniary interest therein.
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(
4)
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Pursuant the terms of the Merger Agreement, each stock option held by the Reporting Person that was outstanding and unexercised as of the Purchase Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $4.00 per share (minus the exercise price of the option) in cash, subject to any required withholding of taxes.
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(
5)
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Under the terms of the Merger Agreement, all warrants having an exercise price in excess of $4.00 per share were terminated for no consideration.
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(
6)
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1,767 were owned by RV IV KG, 721 were owned by RV IV LP, 1,696 were owned by RV IV QP and 1,569 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein.
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(
7)
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11 were owned by RV IV KG, 4 were owned by RV IV LP, 10 were owned by RV IV QP and 10 were owned by RV IV Holdings (received in the RMT I Distribution, without consideration). Mr. Ruch disclaims beneficial ownership of all of the warrants held by these entities except to the extent of his pecuniary interest therein.
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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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RUCH JOSHUA
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY 10019
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X
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Signatures
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s/ Joshua Ruch
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11/4/2013
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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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