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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 Option (Right to Buy) | $ 14.92 | 09/01/2009 | D | 18,000 | (1) | 05/16/2017 | Common Stock | 18,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 9.84 | 09/01/2009 | D | 18,000 | (2) | 07/25/2015 | Common Stock | 18,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.91 | 09/01/2009 | D | 18,000 | (3) | 05/14/2018 | Common Stock | 18,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.48 | 09/01/2009 | D | 14,000 | (4) | 07/22/2012 | Common Stock | 14,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 5.59 | 09/01/2009 | D | 14,000 | (5) | 07/23/2013 | Common Stock | 14,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 4.89 | 09/01/2009 | D | 18,000 | (6) | 08/10/2014 | Common Stock | 18,000 | $ 16 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 3.72 | 09/01/2009 | D | 18,000 | (7) | 03/04/2019 | Common Stock | 18,000 | $ 16 | 0 | D | ||||
| Restricted Stock Units | (8) | 09/01/2009 | D | 3,161 | (9) | (11) | Common Stock | 3,161 | $ 16 | 0 | D | ||||
| Restricted Stock | (8) | 09/01/2009 | D | 6,721 | (10) | (11) | Common Stock | 6,721 | $ 16 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHALLER CHARLES R 8 BONNIE SHORE LANDING 4072 SPRING ISLAND OKATIE, SC 29909 |
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| Beth Behrend, Attorney-in-Fact | 09/03/2009 | |
| **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) | This option was canceled in the merger in exchange for a cash payment of $19,530.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (2) | This option was canceled in the merger in exchange for a cash payment of $110,970.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (3) | This option was canceled in the merger in exchange for a cash payment of $145,620.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (4) | This option was canceled in the merger in exchange for a cash payment of $119,287.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (5) | This option was canceled in the merger in exchange for a cash payment of $145,740.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (6) | This option was canceled in the merger in exchange for a cash payment of $200,070.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (7) | This option was canceled in the merger in exchange for a cash payment of $221,040.00, respresenting the difference between the exercise price of the option and the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (8) | Each restricted stock unit respresents a contingent right to receive one (1) share of Medarex, Inc. common stock. |
| (9) | This restricted stock unit was canceled in the merger in exchange for a cash payment of $50,576.00, based on the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (10) | This restricted stock unit was canceled in the merger in exchange for a cash payment of $107,536.00, based on the merger consideration ($16 per share) pursuant to the Merger Agreement between issuer and Bristol-Myers Squibb. |
| (11) | The restricted stock units vested ratably on each of the first, second and third anniversaries of the grant date and the receipt of the shares of common stock was deferred until the individual's retirement or separation of service from the Board. |