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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $ 3.43 | 11/01/1999 | A | 224,000 | 05/01/1999 | 10/31/2009 | Common Stock | 224,000 | $ 0 | 224,000 | D | ||||
| Stock Options (Right to Buy) | $ 45.2 | 10/13/2000 | A | 43,788 | 04/13/2001 | 10/12/2010 | Common Stock | 43,788 | $ 0 | 43,788 | D | ||||
| Stock Options (Right to Buy) | $ 45.2 | 10/13/2000 | A | 2,212 | 10/13/2001 | 10/12/2010 | Common Stock | 2,212 | $ 0 | 2,212 | D | ||||
| Stock Options (Right to Buy) | $ 27.81 | 01/09/2001 | A | 116,405 | 07/09/2001 | 01/08/2011 | Common Stock | 116,405 | $ 0 | 116,405 | D | ||||
| Stock Options (Right to Buy) | $ 27.81 | 01/09/2001 | A | 3,595 | 01/09/2002 | 01/08/2011 | Common Stock | 3,595 | $ 0 | 3,595 | D | ||||
| Stock Options (Right to Buy) | $ 12.9 | 09/19/2001 | A | 400,000 | 09/19/2002(3) | 09/18/2011 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
| Stock Options (Right to Buy) | $ 6.37 | 07/11/2002 | A | 300,000 | 07/11/2003(4) | 07/10/2012 | Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
| Stock Options (Right to Buy) | $ 2.8 | 03/06/2003 | A | 107,000 | 03/06/2004(5) | 03/05/2013 | Common Stock | 107,000 | $ 0 | 107,000 | D | ||||
| Stock Options (Right to Buy) | $ 5.59 | 07/24/2003 | A | 14,000 | 01/24/2004 | 07/23/2013 | Common Stock | 14,000 | $ 0 | 14,000 | D | ||||
| Stock Options (Right to Buy) | $ 7.155 | 10/14/2003 | A | 500,000 | 10/14/2004(7) | 10/13/2013 | Common Stock | 500,000 | $ 0 | 500,000 | D | ||||
| Stock Options (Right to Buy) | $ 5.61 | 07/26/2004 | A | 350,000 | 07/26/2005(9) | 07/25/2014 | Common Stock | 350,000 | $ 0 | 350,000 | D | ||||
| Phantom Stock Units (13) | $ 0 (13) | 02/08/2005 | A | 88,608 (13) | 02/08/2005(13) | 02/08/2008(13) | Common Stock | 88,608 (13) | $ 0 | 88,608 (13) | D | ||||
| Stock Options (Right to Buy) | $ 9.9 | 09/06/2005 | A | 500,000 | 09/06/2006(11) | 09/05/2015 | Common Stock | 500,000 | $ 0 | 500,000 | D | ||||
| Phantom Stock Units (14) | $ 0 (14) | 02/24/2006 | A | 46,133 (14) | 02/24/2006(14) | 02/24/2009(14) | Common Stock | 46,133 (14) | $ 0 | 46,133 (14) | D | ||||
| Phantom Stock Units (12) | $ 0 (12) | 03/02/2004 | A | 64,190 (12) | 03/02/2004(12) | 03/02/2012(12) | Common Stock | 64,190 | $ 0 | 64,190 (12) | D | ||||
| Stock option (Right to Buy) (6) | $ 37.405 | 08/01/2000 | A | 20,000 | 02/01/2001 | 07/31/2010 | Common Stock, $.01 par value per share | 20,000 | $ 0 | 20,000 (6) | I (6) | By Spouse (6) | |||
| Stock Option (Right to Buy) | $ 3.43 | 05/17/2006 | M | 224,000 | 05/01/2000 | 09/14/1997 | Common Stock $.01 par value per share | 224,000 | $ 0 | 0 | I | By Spouse | |||
| Stock option (Right to Buy) | $ 2.25 | 05/17/2006 | M | 34,000 | 03/05/1998 | 09/04/2007 | Common Stock, $.01 par value per share | 34,000 | $ 0 | 0 | I | By Spouse | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DRAKEMAN DONALD L MEDAREX, INC. 707 STATE ROAD PRINCETON, NJ 08540 |
X | President & Chief Executive | ||
| Donald L. Drakeman | 05/19/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares previously contributed by Dr. Drakeman to a grantor retained annuity trust, which expired by its terms on December 30, 2005. Effective December 31, 2005, these shares were placed in two separate trusts for the benefit of Dr. Drakeman's children. Dr. Lisa N. Drakeman, Dr. Drakeman's spouse, is the trustee for said trusts and exercises voting and investment control over the shares held in such trusts. Dr. Drakeman disclaims beneficial ownership of all such shares. |
| (2) | These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on August 28, 2003. |
| (3) | Options representing 100,000 shares vested on September 19,2002. The remaining options vested in 36 equal monthly installments beginning on October 19,2002. |
| (4) | Options representing 75,000 shares vested on July 11, 2003. The remaining options vested in 36 equal monthly installments beginning on August 11, 2003. |
| (5) | Options representing 26,750 shares vested on March 6, 2004. The remaining options vest in 36 equal monthly installments beginning on April 6, 2004. |
| (6) | In addition to the options set forth above, Dr. Drakeman may be deemed to be the indirect beneficial owner of options covering an aggregate of 20,000 shares of Company common stock, which are owned by Lisa N. Drakeman, Dr. Drakeman's spouse. Dr. Drakeman disclaims beneficial ownership of all such securities. |
| (7) | Options representing 125,000 shares vested on October 14, 2004. The remaining options vest in 36 equal monthly installments beginning November 14, 2004. |
| (8) | Represents shares acquired by Lisa N. Drakeman, Dr. Drakeman's spouse, upon exercise of certain stock options granted to Ms. Drakeman while she was employed by the Company. Also includes 30,000 shares previously held by Ms. Drakeman. Dr. Drakeman disclaims any beneficial interest in such shares. |
| (9) | Options representing 87,500 shares vested on July 26, 2005. The remaining options vest in 36 equal monthly installments beginning August 26, 2005. |
| (10) | These shares were previously reported as directly beneficially owned, but were contributed to a grantor retained annuity trust on September 9, 2004. |
| (11) | Options representing 125,000 shares vest on September 6, 2006. The remaining options vest in 36 equal monthly installments beginning October 6, 2006. |
| (12) | Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are settled 100% in shares of the Company's common stock. These units were previously reported as being subject to settlement and distribution on March 2, 2007. On March 1, 2006, Dr. Drakeman elected to defer distribution of such phantom stock units from March 2, 2007 to March 2, 2012. Phantom stock units representing 40,744 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on March 2, 2005. |
| (13) | Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 8, 2008. Phantom stock units representing 55,380 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 8, 2006. |
| (14) | Represents phantom stock units convertible into shares of the Company's common stock on a 1-for-1 basis. The phantom stock units are to be settled 100% in shares of the Company's common stock on February 24, 2009. Phantom stock units representing 28,833 shares vest immediately. The remaining phantom stock units vest in three equal annual installments beginning on February 24, 2007. |
| (15) | Represents shares sold by Lisa N. Drakeman, Dr. Drakeman's spouse, which Ms. Drakeman had acquired upon the exercise of certain stock options granted to Ms. Drakeman while she was employed by the Company. Also includes shares previously held by Ms. Drakeman. Dr. Drakeman disclaims any beneficial interest in such shares. |