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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 4 |
| Period of Report: 4/17/07 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1305409 |
| Issuer Name: Valera Pharmaceuticals Inc |
| Issuer Trading Symbol: VLRX |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1245926 |
| | Owner Name: DANTZKER DAVID |
| Reporting Owner Address: |
| | Owner Street 1: C/O WHEATLEY PARTNERS, LP |
| | Owner Street 2: 80 CUTTERMILL ROAD |
| | Owner City: GREAT NECK |
| | Owner State: NY |
| | Owner ZIP Code: 11021 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/17/07 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,861 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Wheatley MedTech Partners, LLC owns the subject shares. |
| Footnote ID: F2 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 3.00 |
| | Transaction Date: |
| | | Value: 4/17/07 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 12/1/13 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 15,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 8.85 |
| | Transaction Date: |
| | | Value: 4/17/07 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,500 |
| | | Transaction Price Per Share: |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 5/23/16 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: This option vested ratably on an annual basis over a four year period beginning on 12/1/03. |
| Footnote - F4: 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. |
| Footnote - F5: This option would have vested completely on 5/23/07. |
| Footnote - F6: 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. |
| Owner Signature: |
| Signature Name: s/ David S. Tierney, M.D., Attorney in Fact for David Dantzker |
| Signature Date: 4/18/07 |
