| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CORGENTECH INC [ CGTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/15/2005 | A | 2,144,698(1) | A | $0.00(2) | 2,886,121 | D | |||
| Common Stock | 12/15/2005 | A | 130,596(1) | A | $0.00(2) | 234,689 | I | See footnote(3) | ||
| Common Stock | 12/15/2005 | A | 20,066(1) | A | $0.00(2) | 35,134 | I | See footnote(4) | ||
| Common Stock | 12/15/2005 | A | 65,565(1) | A | $0.00(2) | 118,118 | I | See footnote(5) | ||
| Common Stock | 12/15/2005 | A | 7,332(1) | A | $0.00(2) | 13,198 | I | See footnote(6) | ||
| Common Stock | 12/15/2005 | A | 44,218(1) | A | $0.00(2) | 81,769 | I | See footnote(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy) | $4.8 | (8) | 12/03/2012 | Common Stock | 10,000(1) | 10,000 | I | See footnote(8) | |||||||
| Option (right to buy) | $9.76 | 07/08/2005 | 06/07/2015 | Common Stock | 2,500(1) | 2,500 | I | See footnote(9) | |||||||
| Option (right to buy) | $9.8 | 12/16/2005 | A | 50,000 | 12/16/2005 | 12/16/2005 | Common Stock | 50,000 | $0 | 50,000 | I | See footnote(10) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The number of shares reflects a 1 for 4 reverse stock split effected by the Issuer on December 15, 2005. |
| 2. These shares were issued as consideration pursuant to an Agreement and Plan of Merger dated September 23, 2005 between the Issuer and AlgoRx, Inc. On the effective date of the merger, the closing price of the Issuer's Common Stock was $9.80 per share (which reflects a 1 for 4 reverse stock-split effected by the Issuer on December 15, 2005, the effective date of the merger). Pursuant to an escrow agreement entered into by the Issuer at the effective time of the merger, 117,564 of the Reporting Person's shares in the aggregate of the Issuer's Common Stock issued pursuant to the merger agreement were placed in an escrow account. Subject to certain indemnification claims, the escrowed shares will be released to the Reporting Persons on or around June 15, 2006. |
| 3. The amount shown, which includes 6,364 shares held in escrow as described in footnote 2 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities. |
| 4. The amount shown, which includes 977 shares held in escrow as described in footnote 2 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities. |
| 5. The amount shown, which includes 3,195 shares held in escrow as described in footnote 2 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. The Reporting Person has no pecuniary interest in such securities. |
| 6. The amount shown, which includes 357 shares held in escrow as described in footnote 2 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman II), L.P. The Reporting Person has no pecuniary interest in such securities. |
| 7. The amount shown, which includes 2,154 shares held in escrow as described in footnote 2 above, represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. The Reporting Person has no pecuniary interest in such securities. |
| 8. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is a Managing Director of J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"). Mr. Ferguson is obligated to transfer any shares issued under the options to JPM SBIC. The options are immediately exercisable. Shares subject to the option vest monthly over 48 months. The Reporting Person has no pecuniary interest in such securities. |
| 9. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is obligated to transfer any shares issued under the options to JPM SBIC. Shares subject to the options vest monthly over 12 months. The Reporting Person has no pecuniary interest in such securities. |
| 10. These options were granted to Rodney A. Ferguson, a director of the Issuer. Mr. Ferguson is obligated to transfer any shares issued under the options to JPM SBIC. One-quarter of these shares are immediately exercisable, the remainder of the shares will vest in equal monthly installments over 48 months. The Reporting Person has no pecuniary interest in such securities. |
| J.P. Morgan Partners (SBIC), LLC /s/ Jeffrey C. Walker, President | 12/19/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
JPM
SBIC/Corgentech, Inc. Exhibit 99.1
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Name
and Address of Reporting Person(1)
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Designated
Reporter(1))
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Statement
for Month/Day/Year
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Deemed
Execution Date
(Month/Day/Year)
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Issuer
Name, Ticker
or
Trading Symbol
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Title
and Amount of
Security
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Title
of Derivative Securities and Title and Amount of Securities Underlying
Derivative Securities
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Ownership
Form:
Direct
(D) or
Indirect
(I)
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Nature
of Indirect
Beneficial
Ownership
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Disclaims
Pecuniary
Interest
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J.P.
Morgan Partners (BHCA), L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
1
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N/A
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I
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See
Explanatory
Note
2 below
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No
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JPMP
Master Fund Manager, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
1
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N/A
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I
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See
Explanatory
Note
3 below
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No
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JPMP
Capital Corp.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
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N/A
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I
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See
Explanatory
Note
4 below
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No
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JPMorgan
Chase & Co.
270
Park Avenue
35th
Floor
New
York, NY 10017
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
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N/A
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I
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See
Explanatory
Note
5 below
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No
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J.P.
Morgan Partners, Global Investors, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
2
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N/A
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D
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J.P.
Morgan Partners, Global Investors A, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
3
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N/A
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D
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J.P.
Morgan Partners, Global Investors (Cayman), L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
4
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N/A
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D
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J.P.
Morgan Partners, Global Investors, L.P. (Cayman) II, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
5
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N/A
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D
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J.P.
Morgan Partners Global Investors (Selldown), L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Row
6
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N/A
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D
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JPMP
Global Investors, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas-40th
Floor
New
York, New York 10020
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J.P.
Morgan Partners (SBIC), LLC
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December
15, 2005
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N/A
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Corgentech
Inc. (“CGTK”)
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See
Table I
Rows
2-6
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N/A
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I
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See
Explanatory Note 6
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No
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Explanatory
Note:
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1)
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The
Designated Reporter is executing this report on behalf of all Reporting
Persons, each of whom has authorized it to do so. Each of the Reporting
Persons disclaims beneficial ownership of the Issuer’s securities to the
extent it exceeds such Person’s pecuniary interest. The Reporting Persons
are members of the private equity business unit of JPMorgan Chase
&
Co., a publicly-traded company.
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2)
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The
amounts shown in Table I row 1 represent the beneficial ownership
of the
Issuer’s equity securities by J.P. Morgan Partners (SBIC), LLC (“JPM
SBIC”). The Reporting Person is the sole member of JPM
SBIC.
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3)
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The
amounts shown in Table I row 1 represent the beneficial ownership
of the
Issuer's equity securities by JPM SBIC, a portion of which may
be deemed
attributable to the Reporting Person because it is the sole general
partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the
sole member
of JPM SBIC. The actual pro rata portion of such beneficial ownership
that
may be deemed to be attributable to the Reporting Person is not
readily
determinable because it is subject to several variables, including
the
internal rate of return and vesting of interests within JPM
BHCA.
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4)
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The
amounts shown represent the beneficial ownership of the Issuer’s equity
securities by (a) JPM SBIC, and (b) J.P. Morgan Partners Global
Investors,
L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan
Partners
Global Investors (Cayman), L.P., J.P. Morgan Partners Global Investors
(Cayman) II, L.P., and J.P. Morgan Partners Global Investors (Selldown),
L.P. (the “JPMP Global Entities”), a portion of which may be deemed
attributable to the Reporting Person because it is (1) the general
partner
of JPMP Master Fund Manager, L.P. (“MF Manager”), the general partner of
JPM BHCA (the sole member of JPM SBIC) and (2) the general partner
of JPMP
Global Investors, L.P. which is the general partner of each of
the JPMP
Global Entities. The actual pro rata portion of such beneficial
ownership
that may be deemed to be attributable to the Reporting Person is
not
readily determinable because it is subject to several variables,
including
the internal rate of return and vesting of interests within JPM
BHCA, MF
Manager and each of the JPMP Global
Entities.
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5)
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The
amounts shown represent the beneficial ownership of the Issuer’s equity
securities by JPM SBIC and the JPMP Global Entities, a portion
of which
may be deemed attributable to the Reporting Person because it is
the sole
stockholder of JPMP Capital Corp. and of Chatham Ventures, Inc.,
the
limited partner of JPM BHCA. In addition to the amounts shown in
Table I,
the Reporting Person may be deemed the beneficial owner of 92,358
shares
of Common Stock owned by J.P. Morgan Securities, Inc., an indirect
wholly-owned subsidiary of the Reporting Person. The actual pro
rata
portion of such beneficial ownership that may be attributable to
the
Reporting Person is not readily determinable because it is subject
to
several variables, including the internal rate of return and vesting
of
interests within JPM BHCA, MF Manager and each of the JPMP Global
Entities.
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6)
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The
amounts shown in Table I rows 2-6 represent the beneficial ownership
of
the Issuer’s equity securities by the JPMP Global Entities. The Reporting
Person is the general partner of each of the JPMP Global
Entities.
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