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Hahn Elliot F – ‘4’ for 1/12/12 re: Pharmasset Inc.

On:  Tuesday, 1/17/12, at 5:11pm ET   ·   For:  1/12/12   ·   As:  Director   ·   Accession #:  1209191-12-3891   ·   File #:  1-33428

Previous ‘4’:  ‘4’ on 10/13/11 for 10/11/11   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/17/12  Hahn Elliot F                     4          Director    1:17K  Pharmasset Inc.                   DONNELLEY FIN… File16/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     17K 
                Securities by an Insider -- c26693_4x0.xml/3.4


        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
HAHN ELLIOT F
(Last)(First)(Middle)
303-A COLLEGE ROAD EAST
(Street)
PRINCETONNJ08540
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Pharmasset Inc [ VRUS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
1/12/12
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 1/12/12 U 17,000 (1)D$1370D
Common Stock 1/12/12 U 111,126D$1370IBy Grantor Retained Annuity Trust (2)
Common Stock 1/12/12 U 111,122D$1370IBy Grantor Retained Annuity Trust (3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$2.01 1/12/12 D 1.33 (4) 11/7/16Common Stock1.33$00D
Stock Option (Right to Buy)$10.1 1/12/12 D 3,750 (5) 7/16/18Common Stock3,750$00D
Stock Option (Right to Buy)$9.3 1/12/12 D 10,000 (6) 10/29/18Common Stock10,000$00D
Stock Option (Right to Buy)$10.83 1/12/12 D 20,000 (7) 10/14/19Common Stock20,000$00D
Stock Option (Right to Buy)$16.17 1/12/12 D 40,000 (8) 10/14/20Common Stock40,000$00D
Stock Option (Right to Buy)$83.52 1/12/12 D 15,000 (9) 10/11/21Common Stock15,000$00D
Explanation of Responses:
(1)  Represents shares of time vesting restricted stock, reflecting the two-for-one stock split of the Issuer's common stock effective August 31, 2011 (the "Split"), which became unrestricted and eligible for tender pursuant to the Agreement and Plan of Merger between the Issuer and Gilead Sciences, Inc. (the "Merger Agreement").
(2)  Represents shares owned by Elliot F. Hahn TTEE FBO Elliot F. Hahn Retained Annuity Trust 1, of which Mr. Hahn is the sole trustee.
(3)  Represents shares owned by Elliot F. Hahn TTEE FBO Elliot F. Hahn Retained Annuity Trust 2, of which Mr. Hahn is the sole trustee.
(4)  These options, which reflect the Split and which vested as to 25% on the date of grant (November 7, 2006), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $134.99 per share, representing the difference between the exercise price of the options and $137.00 per share.
(5)  These options, which reflect the Split and which vested as to 25% on the date of grant (July 16, 2008), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $126.90 per share, representing the difference between the exercise price of the options and $137.00 per share.
(6)  These options, which reflect the Split and which vested as to 25% on the date of grant (October 29, 2008), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $127.70 per share, representing the difference between the exercise price of the options and $137.00 per share.
(7)  These options, which reflect the Split and which provided for vesting as to 25% on the date of grant (October 14, 2009), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $126.17 per share, representing the difference between the exercise price of the options and $137.00 per share.
(8)  These options, which reflect the Split and which provided for vesting as to 25% on the date of grant (October 14, 2010), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $120.83 per share, representing the difference between the exercise price of the options and $137.00 per share.
(9)  These options, which provided for vesting as to 25% on the date of grant (October 11, 2011), as to 25% on the first anniversary thereof, and as to an additional 6.25% quarterly thereafter for the following two years, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $53.48 per share, representing the difference between the exercise price of the options and $137.00 per share.
/s/ Bryce A. Roberts, Attorney in Fact for Elliot F. Hahn 1/17/12
** Signature of Reporting PersonDate
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.
____________
Transaction Codes:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
    U    Disposition pursuant to a tender of shares in a change-of-control transaction.

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