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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEALTHCARE ACQUISITION CORP [ HAQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $.0001 par value per share | 08/03/2007 | P | 125,000 | A | $7.66 | 250,000 | D(1) | |||
Common Stock, $.0001 par value per share | 08/03/2007 | J(2) | 3,047,174(2) | A | $0(2) | 3,297,174 | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Unsecured Convertible Note(3) | $10(3) | 08/03/2007 | J(3) | $1,812,515.91 | (4) | 08/03/2009 | Common Stock | 181,252 | $0(3) | $1,812,515.91 | D(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities are owned by HealthCare Ventures VII, L.P. ("HCVVII"). These securities are indirectly beneficially owned by HealthCare Partners VII, L.P. ("HCPVII"), the General Partner of HCVVII, and each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli, Augustine Lawlor and Eric Aguiar, the general partners of HCPVII. Drs. Cavanaugh, Mirabelli and Aguiar and Messrs. Werner, Littlechild and Lawlor disclaim beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemed an admission that they are the beneficial owners of these securities for purposes of Section 16. In addition, James Cavanaugh became a Director of the Issuer on August 6, 2007. Does not include options to purchase (i) 2,489 shares of the Issuer's Common Stock held by James Cavanaugh; and (ii) 1,493 shares of the Issuer's Common Stock held by Harold Werner. |
2. These securities were received in exchange for an aggregate of 23,353,729 shares of Series A, Series B and Series C Convertible Preferred Stock of PharmAthene, Inc. in connection with the merger of PAI Acquisition Corp., a wholly-owned subsidiary of HealthCare Acquisition Corp. (now known as PharmAthene, Inc.) into PharmAthene, Inc. (the "Merger"). |
3. This Note was received in the Merger in exchange for a note of PharmAthene, Inc. in the principal amount of $1,705,724.61 (plus accrued interest). |
4. Immediately convertible into shares of Common Stock of the Issuer at the rate of $10.00 per share. |
Remarks: |
S/Jeffrey Steinberg, Administrative Partner, HealthCare Ventures VII, L.P. | 08/07/2007 | |
S/Jeffrey Steinberg, Administrative Partner for HealthCare Partners VII, L.P. | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for John Littlechild | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for Harold Werner | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli | 08/07/2007 | |
S/Jeffrey Steinberg, Attorney-in-Fact for Eric Aguiar | 08/07/2007 | |
** 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. |