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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 | ||||||||
| Non-qualified Stock Options | $ 9.5 | 12/20/2012 | D | 10,000 | 06/30/2004 | 06/29/2014 | Common Stock | 10,000 | (2) | 0 (2) | D | ||||
| Non-qualified Stock Options | $ 9.3 | 12/20/2012 | D | 10,000 | 06/30/2005 | 06/29/2015 | Common Stock | 10,000 | (2) | 0 (2) | D | ||||
| Non-qualified Stock Options | $ 5.65 | 12/20/2012 | D | 10,000 | 06/30/2006 | 06/29/2016 | Common Stock | 10,000 | (3) | 0 (3) | D | ||||
| Non-qualified Stock Options | $ 3.08 | 12/20/2012 | D | 10,000 | 06/29/2007 | 06/29/2014 | Common Stock | 10,000 | (3) | 0 (3) | D | ||||
| Non-qualified Stock Options | $ 2.01 | 12/20/2012 | D | 10,000 | 06/30/2008 | 06/29/2015 | Common Stock | 10,000 | (3) | 0 (3) | D | ||||
| Non-qualified Stock Options | $ 1.1 | 12/20/2012 | D | 10,000 | 06/30/2009 | 06/29/2016 | Common Stock | 10,000 | (3) | 0 (3) | D | ||||
| Non-qualified Stock Options | $ 2.15 | 12/20/2012 | D | 10,000 | 06/30/2010 | 06/29/2017 | common stock | 10,000 | (3) | 0 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAFT JAY M 222 MOCKINGBIRD TRAIL PALM BEACH, FL 33480 |
X | |||
| /s/ Nanette W. Mantell, Attorney-In-Fact for Jay M. Haft | 12/20/2012 | |
| **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) | These shares are restricted shares. Pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012, by and among, Sun Pharmaceutical Industries Limited as assigned to Caraco Pharmaceutical Laboratories, Ltd., Caraco Acquisition Corporation and DUSA Pharmaceuticals, Inc. (the "Merger Agreement"), immediately prior to the date and time the merger becomes effective, each restricted share that is then outstanding and unvested shall immediately vest and become nonforfeitable, all restrictions and conditions applicable thereto shall lapse, and each restricted share shall be treated in the same manner as each other share of Company Common Stock in the merger and is cancelled in exchange for the right to receive cash payment for each such restricted share of $8.00. |
| (2) | These stock options were cancelled in accordance with the Merger Agreement, as the exercise price of the options was at or above $8.00, no cash payment was provided. |
| (3) | Pursuant to the Merger Agreement, each in-the-money stock option, whether vested or unvested, that is outstanding immediately prior to the Acceptance Time shall become fully vested immediately prior to the Acceptance Time, and be cancelled as of the Acceptance Time in exchange for the right to receive at such time a lump sum cash payment of an amount equal to (i) the Offer Price less (ii) the exercise price payable in respect of each such share of Company Common Stock issuable under such option, net of applicable taxes, if any, with respect to such option. |