E-Z-EM, Inc. - Statement of Changes in Beneficial Ownership (4)
02 Abril 2008 - 10:38AM
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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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Thrall James H
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2. Issuer Name
and
Ticker or Trading Symbol
E-Z-EM, Inc.
[
EZEM
]
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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)
55 FRUIT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2008
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(Street)
BOSTON, MA 02114
(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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4/1/2008
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D
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2000
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D
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(1)
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0.00
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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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Common Stock Option
(2)
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$13.45
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4/1/2008
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D
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24000
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1/19/2005
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1/18/2015
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Common Stock
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24000.00
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(3)
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0.00
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D
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Common Stock Option
(2)
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$14.68
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4/1/2008
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D
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4000
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5/28/2006
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5/27/2015
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Common Stock
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4000.00
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(3)
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0.00
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D
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Common Stock Option
(2)
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$17.49
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4/1/2008
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D
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5000
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5/16/2006
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5/15/2016
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Common Stock
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5000.00
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(3)
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0.00
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D
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Common Stock Option
(2)
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$15.64
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4/1/2008
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D
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4000
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6/3/2006
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6/2/2016
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Common Stock
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4000.00
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(3)
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0.00
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D
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Common Stock Option
(2)
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$16.68
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4/1/2008
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D
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4000
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6/2/2008
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6/1/2017
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Common Stock
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4000.00
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(3)
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0.00
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, Bracco Diagnostics, Inc., Eagle Acquisition Sub, Inc. and, for limited purposes, Bracco Imaging S.p.A. in exchange for a cash payment of $21.00 per share.
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(
2)
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Options granted under E-Z-EM's 2004 Stock and Incentive Award Plan.
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(
3)
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This option was cancelled in the merger in exchange for a cash payment equal to the difference between the merger consideration of $21.00 per share and the exercise price per share multiplied by the number of shares subject to the option.
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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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Thrall James H
55 FRUIT STREET
BOSTON, MA 02114
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X
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Signatures
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By: Joseph A. Cacchioli, as Attorney-In-Fact
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4/2/2008
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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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