Form 4 Ruane Timothy M

4 - Statement of changes in beneficial ownership of securities

Published: 2015-11-04 15:59:13
Submitted: 2015-11-04
Period Ending In: 2015-11-02
doc4.html FORM 4 SUBMISSION


>

SEC FORM 4

SEC Form 4
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
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*
RUANE TIMOTHY M

(Last) (First) (Middle)
965 ATLANTIC AVENUE

(Street)
ALAMEDA CA 94501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INSITE VISION INC [ INSV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $0.35 11/02/2015 D 1,500,000 12/01/2011(1) 12/01/2020 Common Stock 1,500,000 (2) 0 D
Stock Option (right to buy) $0.5 11/02/2015 D 400,000 01/27/2013(1) 01/27/2022 Common Stock 400,000 (2) 0 D
Stock Option (right to buy) $0.35 11/02/2015 D 1,100,000 12/27/2013(1) 12/27/2020 Common Stock 1,100,000 (2) 0 D
Stock Option (right to buy) $0.35 11/02/2015 D 244,374 01/02/2014(1) 01/02/2020 Common Stock 244,374 (2) 0 D
Stock Option (right to buy) $0.32 11/02/2015 D 745,000 01/24/2014(1) 01/24/2023 Common Stock 745,000 $0.35(3) 0 D
Stock Option (right to buy) $0.29 11/02/2015 D 745,000 01/07/2015(1) 01/07/2024 Common Stock 745,000 $0.35(3) 0 D
Stock Option (right to buy) $0.21 11/02/2015 D 745,000 01/28/2016(1) 01/28/2025 Common Stock 745,000 $0.35(3) 0 D
Warrant (right to buy) $0.75 11/02/2015 D 80,000 07/18/2011 07/18/2016 Common Stock 80,000 $0.04(4) 0 D
Explanation of Responses:
1. The option is scheduled to vest as to 25% of the shares covered by the option on the first anniversary of the grant date and as to the remaining 75% of the shares on a daily basis over the three-year period thereafter.
2. In accordance with the terms of the Agreement and Plan of Merger, dated September 15, 2015, as amended and restated, by and among Thea Acquisition Corp ("Purchaser"), Ranbaxy, Inc. and InSite Vision Incorporated ("Issuer") pursuant to which Purchaser was merged with and into Issuer (the "Merger"), this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option equaled or exceeded $0.35 per share.
3. This option was cancelled in connection with the Merger in exchange for a cash payment per share equal to the difference between $0.35 and the exercise price of the option.
4. This warrant was cancelled in connection with the Merger in exchange for a cash payment of $0.04 per share underlying the warrant equal to the Black Scholes Value of the warrant on the date of the Merger.
Remarks:
/s/ Timothy Ruane 11/04/2015
** Signature of Reporting Person Date
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.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-11-02
Not Subject To Section16:
1

Issuer

Issuer Cik
0000802724
Issuer Name
INSITE VISION INC
Issuer Trading Symbol
INSV

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001201046
Rpt Owner Name
RUANE TIMOTHY M

Reporting Owner Address

Rpt Owner Street1
965 ATLANTIC AVENUE
Rpt Owner City
ALAMEDA
Rpt Owner State
CA
Rpt Owner Zip Code
94501

Reporting Owner Relationship

Is Director
1
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
Chief Executive Officer

Derivative Transaction

Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.35
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1500000
@attributes Id
F2
Transaction Acquired Disposed Code
D

Exercise Date

Value
2011-12-01
@attributes Id
F1
Expiration Date
2020-12-01

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1500000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.50
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
400000
@attributes Id
F2
Transaction Acquired Disposed Code
D

Exercise Date

Value
2013-01-27
@attributes Id
F1
Expiration Date
2022-01-27

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
400000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.35
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1100000
@attributes Id
F2
Transaction Acquired Disposed Code
D

Exercise Date

Value
2013-12-27
@attributes Id
F1
Expiration Date
2020-12-27

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1100000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.35
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
244374
@attributes Id
F2
Transaction Acquired Disposed Code
D

Exercise Date

Value
2014-01-02
@attributes Id
F1
Expiration Date
2020-01-02

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
244374
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.32
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
745000

Transaction Price Per Share

Value
0.35
@attributes Id
F3
Transaction Acquired Disposed Code
D

Exercise Date

Value
2014-01-24
@attributes Id
F1
Expiration Date
2023-01-24

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
745000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.29
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
745000

Transaction Price Per Share

Value
0.35
@attributes Id
F3
Transaction Acquired Disposed Code
D

Exercise Date

Value
2015-01-07
@attributes Id
F1
Expiration Date
2024-01-07

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
745000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
0.21
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
745000

Transaction Price Per Share

Value
0.35
@attributes Id
F3
Transaction Acquired Disposed Code
D

Exercise Date

Value
2016-01-28
@attributes Id
F1
Expiration Date
2025-01-28

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
745000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Warrant (right to buy)
Conversion Or Exercise Price
0.75
Transaction Date
2015-11-02

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
80000

Transaction Price Per Share

Value
0.04
@attributes Id
F4
Transaction Acquired Disposed Code
D
Exercise Date
2011-07-18
Expiration Date
2016-07-18

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
80000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D

Footnote

0
The option is scheduled to vest as to 25% of the shares covered by the option on the first anniversary of the grant date and as to the remaining 75% of the shares on a daily basis over the three-year period thereafter.
1
In accordance with the terms of the Agreement and Plan of Merger, dated September 15, 2015, as amended and restated, by and among Thea Acquisition Corp ("Purchaser"), Ranbaxy, Inc. and InSite Vision Incorporated ("Issuer") pursuant to which Purchaser was merged with and into Issuer (the "Merger"), this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option equaled or exceeded $0.35 per share.
2
This option was cancelled in connection with the Merger in exchange for a cash payment per share equal to the difference between $0.35 and the exercise price of the option.
3
This warrant was cancelled in connection with the Merger in exchange for a cash payment of $0.04 per share underlying the warrant equal to the Black Scholes Value of the warrant on the date of the Merger.

Owner Signature

Signature Name
/s/ Timothy Ruane
Signature Date
2015-11-04
Additional Files
FileSequenceDescriptionTypeSize
0001209191-15-078378.txt   Complete submission text file   21878
$INSV

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.