Form 4 Def Associates N.v.

4 - Statement of changes in beneficial ownership of securities

Published: 2010-09-22 13:09:50
Submitted: 2010-09-22
Period Ending In: 2010-09-21
primary_doc.html PRIMARY DOCUMENT


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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
  
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*
First Eagle Value in Biotechnology Master Fund, Ltd.

(Last) (First) (Middle)
C/O FIRST EAGLE INV MGMT, GEN. COUNSEL
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARADIGM CORP [ ARDM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 09/21/2010 X 4,215,239 A $0.1184 60,732,909 I(1) See notes(1)
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
Common Stock Warrants (Right to Buy) $0.1184 09/21/2010 X 4,215,239 (2) (2) Common Stock 4,215,239 $0 0 I(2) See notes(2)
1. Name and Address of Reporting Person*
First Eagle Value in Biotechnology Master Fund, Ltd.

(Last) (First) (Middle)
C/O FIRST EAGLE INV MGMT, GEN. COUNSEL
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEF Associates N.V.

(Last) (First) (Middle)
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
1345 AVE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
21 APRIL FUND LTD

(Last) (First) (Middle)
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
21 APRIL FUND LP

(Last) (First) (Middle)
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
Explanation of Responses:
1. Consists of 2,107,620 shares acquired upon the required exercise of a warrant held by First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBMF"), 331,197 shares acquired upon the required exercise of a warrant held by 21 April Fund, L.P. ("21 April LP"), 1,174,245 shares acquired upon the required exercise of a warrant held by 21 April Fund, Ltd. ("21 April Ltd.") and 602,177 shares acquired upon the required exercise of a warrant held by DEF Associates N.V. ("DEF Associates" and together with FEVIBMF, 21 April LP and 21 April Ltd., the "Funds"). The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.
2. Consists of 2,107,620 warrants purchased by FEVIBMF, 331,197 warrants purchased by 21 April LP, 1,174,245 warrants purchased by 21 April Ltd. and 602,177 warrants purchased by DEF Associates. The warrants became exercisable upon shareholder approval. The warrants expire upon the earlier of 10 business days after shareholder approval or September 19, 2010. The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.
Dan DeClue 09/22/2010
Dan DeClue 09/22/2010
Dan DeClue 09/22/2010
Dan DeClue 09/22/2010
** 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
primary_doc.xml PRIMARY DOCUMENT
Schema Version:
X0303
Document Type:
4
Period Of Report:
2010-09-21
Not Subject To Section16:
0

Issuer

Issuer Cik
0001013238
Issuer Name
ARADIGM CORP
Issuer Trading Symbol
ARDM

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001457518
Rpt Owner Name
First Eagle Value in Biotechnology Master Fund, Ltd.

Reporting Owner Address

Rpt Owner Street1
C/O FIRST EAGLE INV MGMT, GEN. COUNSEL
Rpt Owner Street2
1345 AVENUE OF THE AMERICAS
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Remarks

Reporting Owner Id

Rpt Owner Cik
0001459975
Rpt Owner Name
DEF Associates N.V.

Reporting Owner Address

Rpt Owner Street1
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
Rpt Owner Street2
1345 AVE OF THE AMERICAS
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Remarks

Reporting Owner Id

Rpt Owner Cik
0001459708
Rpt Owner Name
21 APRIL FUND LTD

Reporting Owner Address

Rpt Owner Street1
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
Rpt Owner Street2
1345 AVENUE OF THE AMERICAS
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Remarks

Reporting Owner Id

Rpt Owner Cik
0001459688
Rpt Owner Name
21 APRIL FUND LP

Reporting Owner Address

Rpt Owner Street1
C/O FIRST EAGLE INV MGMT, GEN COUNSEL
Rpt Owner Street2
1345 AVENUE OF THE AMERICAS
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
1
Other Text
See Remarks

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2010-09-21

Transaction Coding

Transaction Form Type
4
Transaction Code
X
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4215239
Transaction Price Per Share
0.1184
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
60732909

Ownership Nature

Direct Or Indirect Ownership

Value
I
@attributes Id
F1

Nature Of Ownership

Value
See notes
@attributes Id
F1

Derivative Transaction

Security Title
Common Stock Warrants (Right to Buy)
Conversion Or Exercise Price
0.1184
Transaction Date
2010-09-21

Transaction Coding

Transaction Form Type
4
Transaction Code
X
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4215239
Transaction Price Per Share
0
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
4215239
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership

Value
I
@attributes Id
F2

Nature Of Ownership

Value
See notes
@attributes Id
F2

Footnote

0
Consists of 2,107,620 shares acquired upon the required exercise of a warrant held by First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBMF"), 331,197 shares acquired upon the required exercise of a warrant held by 21 April Fund, L.P. ("21 April LP"), 1,174,245 shares acquired upon the required exercise of a warrant held by 21 April Fund, Ltd. ("21 April Ltd.") and 602,177 shares acquired upon the required exercise of a warrant held by DEF Associates N.V. ("DEF Associates" and together with FEVIBMF, 21 April LP and 21 April Ltd., the "Funds"). The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.
1
Consists of 2,107,620 warrants purchased by FEVIBMF, 331,197 warrants purchased by 21 April LP, 1,174,245 warrants purchased by 21 April Ltd. and 602,177 warrants purchased by DEF Associates. The warrants became exercisable upon shareholder approval. The warrants expire upon the earlier of 10 business days after shareholder approval or September 19, 2010. The Funds may be deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock. Each of the Funds disclaims Section 16 beneficial ownership of the reported securities and this report shall not be deemed an admission that any such Fund is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.

Owner Signature

Signature Name
Dan DeClue
Signature Date
2010-09-22
Signature Name
Dan DeClue
Signature Date
2010-09-22
Signature Name
Dan DeClue
Signature Date
2010-09-22
Signature Name
Dan DeClue
Signature Date
2010-09-22
Additional Files
FileSequenceDescriptionTypeSize
0001457518-10-000006.txt   Complete submission text file   14678
$ARDM

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