SEC Info - Dantzker David - ‘4’ for 4/17/07 re: Valera Pharmaceuticals Inc.

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^*

DANTZKER DAVID

(Last)

(First)

(Middle)

C/O WHEATLEY PARTNERS, LP

80 CUTTERMILL ROAD

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Valera Pharmaceuticals Inc [ VLRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
4/17/07

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/17/07		D		5,861	D	⁽¹⁾	0	I	Wheatley MedTech Partners, LLC owns the subject shares. ⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$3	4/17/07		D			15,000	⁽³⁾	12/1/13	Common Stock	15,000	⁽⁴⁾	0	D
Stock Option	$8.85	4/17/07		D			7,500	⁽⁵⁾	5/23/16	Common Stock	7,500	⁽⁶⁾	0	D

Explanation of Responses:

(1) Disposed of pursuant to the Merger Agreement dated December 11, 2006 by and among the Issuer, Indevus Pharmaceuticals, Inc. ("Indevus") and Indevus' wholly-owned subsidiary Hayden Merger Sub, Inc. ("Hayden") pursuant to which the Issuer was the surviving entity in a merger with Hayden and became a wholly-owned subsidiary of Indevus. In the merger, the entity for which the Reporting Person serves as a member received an aggregate of 6,644 shares of Indevus common stock having a market value of $7.05 per share, the closing price of Indevus' common stock on the Nasdaq Global Market on April 17, 2007, the closing date of the merger, plus for each share of the Issuer's common stock disposed, three contingent stock rights ("CSRs") convertible into $1.00 of Indevus common stock, $1.00 of Indevus common stock, $1.50 of Indevus common stock, respectively, if applicable milestones are achieved with respect to three of the Issuer's product candidates.

(2) The Reporting Person is a member of Wheatley MedTech Partners, LLC; however, he disclaims beneficial ownership of such shares, except to his pecuniary interest, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose.

(3) This option vested ratably on an annual basis over a four year period beginning on 12/1/03.

(4) This option was exchanged for 10,422 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs.

(5) This option would have vested completely on 5/23/07.

(6) This option, the exercise price of which was $8.85, was exchanged for Indevus' unfunded and unsecured promise to issue, in the future, a number of shares of Indevus common stock determined by a formula intended to provide value equivalent to the CSRs, net of the option exercise price exceeding $7.75.

Remarks:

No fraction of a share of Indevus common stock was issued to the Reporting Person by virtue of the merger, but in lieu thereof Indevus paid or has agreed to pay to the Reporting Person an amount of cash (rounded to the nearest whole cent), equal to the product of: (i) any such fraction resulting from the merger, multiplied by (ii) $6.836.

	s/ David S. Tierney, M.D., Attorney in Fact for David Dantzker	4/18/07
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Dantzker David – ‘4’ for 4/17/07 re: Valera Pharmaceuticals Inc.

On: Thursday, 4/19/07, at 10:02am ET · For: 4/17/07 · As: Director · Accession #: 1192482-7-184 · File #: 0-51768

Previous ‘4’: ‘4’ on 4/12/07 for 4/10/07 · Next: ‘4’ on 7/2/07 for 6/26/07 · Latest: ‘4’ on 2/12/24 for 2/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Dantzker David – ‘4’ for 4/17/07 re: Valera Pharmaceuticals Inc.

On: Thursday, 4/19/07, at 10:02am ET · For: 4/17/07 · As: Director · Accession #: 1192482-7-184 · File #: 0-51768

Previous ‘4’: ‘4’ on 4/12/07 for 4/10/07 · Next: ‘4’ on 7/2/07 for 6/26/07 · Latest: ‘4’ on 2/12/24 for 2/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents