| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/02/2014 |
3. Issuer Name and Ticker or Trading Symbol
SANTARUS INC [ SNTS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 100(2)(3)(4) | I | SEE NOTES(1)(2)(3)(4) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This form is filed on behalf of Salix Pharmaceuticals, Ltd. ("Salix"), Salix Pharmaceuticals, Inc. ("Intermediary") and Willow Acquisition Sub Corporation ("Purchaser"), all of which are filing as members of a 10% owner group. Salix is the direct parent of Intermediary and the indirect parent of Purchaser. Intermediary is the direct parent of Purchaser. |
| 2. In accordance with the terms of the Agreement and Plan of Merger, dated as of November 7, 2013 (the "Merger Agreement"), among Salix, Intermediary, Purchaser and Santarus, Inc. ("Santarus"), on January 2, 2014, Purchaser acquired 54,558,962 shares (including 1,998,716 shares tendered through a Notice of Guaranteed Delivery) of Santarus common stock, par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share (collectively, the "Shares"), in connection with the tender offer by Purchaser to purchase all of the issued and outstanding Shares at a purchase price of $32.00 per Share (the "Offer Price"), net to the seller in cash, without interest and subject to any withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2013, and the related letter of transmittal |
| 3. (Continued from footnote 2) (collectively, each as may be amended or supplemented from time to time, the "Offer"). Following the successful consummation of the Offer and in accordance with the terms of the Merger Agreement, Purchaser was merged (the "Merger") with and into Santarus on January 2, 2014, with Santarus continuing as an indirect wholly owned subsidiary of Salix (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than (i) Shares held in the treasury of Santarus, (ii) Shares owned by Salix, Purchaser or any wholly owned subsidiary of Salix or Santarus and (iii) Shares held by any stockholders who were entitled to and who properly demanded appraisal in connection with the Merger) |
| 4. (Continued from footnote 3) was canceled and converted automatically into the right to receive the Offer Price, without interest thereon and subject to any required withholding taxes. At the Effective Time, each share of Purchaser capital stock was converted into and became one fully paid and non-assessable share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger on January 2, 2014, Intermediary became the direct owner of 100 shares of common stock of the Surviving Corporation, representing 100% of the issued and outstanding shares of common stock of the Surviving Corporation. |
| /s/ Adam C. Derbyshire, Executive Vice President and Chief Financial Officer, Salix Pharmaceuticals, Ltd. | 01/13/2014 | |
| ** 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 5 (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. | ||