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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 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 | ||||||||
Common Stock Purchase Warrant | $ 23.19 | 01/04/2008 | J(6) | 88,574 | 01/04/2008 | 01/31/2012 | Common Stock | 88,574 | (6) | 88,574 | D (2) (3) | ||||
Common Stock Purchase Warrant | $ 18.55 | 01/04/2008 | J(7) | 19,170 | 01/04/2008 | 01/31/2012 | Common Stock | 19,170 | (7) | 19,170 | D (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS 35TH FLOOR NEW YORK, NY 10019 |
X | |||
Rouhandeh Steven H C/O SCO CAPITAL PARTNERS LLC 1285 AVENUE OF THE AMERICAS, 35TH FLOOR NEW YORK, NY 10019 |
X |
SCO Capital Partners LLC | 01/08/2008 | |
**Signature of Reporting Person | Date | |
Steven H. Rouhandeh | 01/08/2008 | |
**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) | Received in exchange for 7,183,259 shares of Somanta Pharmaceuticals, Inc. common stock and 328.6318 shares of Somanta Pharmaceuticals, Inc. Series A Convertible Preferred Stock in connection with the merger of Somanta Pharmaceuticals, Inc. into Access Pharmaceuticals, Inc. (the "Merger"). Pursuant to the Merger, each share of Somanta Pharmaceuticals, Inc. common stock was converted into 0.03234333 shares of Access Pharmaceuticals, Inc. common stock and each share of Somanta Pharmaceuticals, Inc. Series A Convertible Preferred Stock was converted into 1,690.24045022 shares of Access Pharmaceuticals, Inc. common stock. On the effective date of the Merger, the closing price of Somanta Pharmaceuticals, Inc. common stock was $0.12 per share, and the closing price of Access Pharmaceuticals, Inc. common stock was $3.10 per share. |
(2) | This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO Capital Partners LLC, an entity of which Mr. Rouhandeh is the managing member. |
(3) | SCO Capital Partners LLC is the direct beneficial owner of these securities. |
(4) | Received in exchange for 353,925 shares of Somanta Pharmaceuticals, Inc. common stock in connection with the Merger of Somanta Pharmaceuticals, Inc. into Access Pharmaceuticals, Inc.. On the effective date of the Merger, the closing price of Somanta Pharmaceuticals, Inc. common stock was $0.12 per share, and the closing price of Access Pharmaceuticals, Inc. common stock was $3.10 per share. |
(5) | Steven H. Rouhandeh is one of the trustees of this entity. |
(6) | Received in the Merger in exchange for warrants to purchase 2,738,598 shares of Somanta Pharmaceuticals, Inc. common stock at an exercise price of $0.75 per share. |
(7) | Received in the Merger in exchange for warrants to purchase 592,732 shares of Somanta Pharmaceuticals, Inc. common stock at an exercise price of $0.60 per share. |