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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
MORGANROTH JOEL M D
(Last) (First) (Middle)
C/O ERESEARCHTECHNOLOGY, INC.
30 SOUTH 17TH STREET
(Street)
PHILADELPHIA PA 19103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ERESEARCHTECHNOLOGY INC /DE/ [ ERES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chariman&Chief Scientific Off
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2008
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
Common Stock, $.01 par value 11/11/2008 M 168,750 A $1.39 988,350 D
Common Stock, $.01 par value 11/11/2008 M 421,875 A $0.75 1,410,225 D
Common Stock, $.01 par value 11/11/2008 M 101,250 A $1.69 1,511,475 D
Common Stock, $.01 par value 1,125,000 I Three irrevocable trusts for the benefit of Dr. Morganroth's minor children ( 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
Option (Right to Buy) $1.39 11/11/2008 M 168,750 ( 2 ) 12/01/2009 Common Stock, $.01 par value 168,750 ( 3 ) 0 D
Option (Right to Buy) $0.75 11/11/2008 M 421,875 ( 4 ) 05/21/2011 Common Stock, $.01 par value 421,875 ( 3 ) 0 D
Option (Right to Buy) $1.69 11/11/2008 M 101,250 ( 4 ) 12/20/2011 Common Stock, $.01 par value 101,250 ( 3 ) 0 D
Variable Prepaid Forward Contract ( 5 ) ( 5 ) ( 6 ) ( 5 ) ( 5 ) Common Stock, $.01 par value 1,125,000 ( 5 ) 1 ( 5 ) I Three trusts for the benefit of Dr. Morganroth's minor children ( 7 )
Option (Right to Buy) $12 ( 8 ) 02/28/2015 Common Stock, $.01 par value 30,000 30,000 D
Option (Right to Buy) $7.41 ( 8 ) 02/23/2014 Common Stock, $.01 par value 30,000 30,000 D
Option (Right to Buy) $14.7 ( 8 ) 02/10/2013 Common Stock, $.01 par value 30,000 30,000 D
Option (Right to Buy) $15.46 ( 8 ) 02/14/2012 Common Stock, $.01 par value 30,000 30,000 D
Option (Right to Buy) $22.09 ( 9 ) 02/09/2014 Common Stock, $.01 par value 37,500 37,500 D
Option (Right to Buy) $6.29 ( 4 ) 04/22/2013 Common Stock, $.01 par value 90,000 90,000 D
Explanation of Responses:
1. The 1,125,000 shares are held in three irrevocable trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee and for which Dr. Morganroth disclaims beneficial ownership.
2. Options become exercisable in five equal annual installments beginning one year after date of grant and are fully exercisable five years prior to expiration.
3. Nothing was paid in addition to the exercise price indicated in column 2 of this table.
4. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable six years prior to expiration.
5. On February 9, 2004, three trusts for the benefit of Dr. Morganroth's minor children (see note 7) entered into 10b5-1 plans in the form of variable prepaid forward agreements (the "Agreements") with an unaffiliated securities brokerage firm for an aggregate of 1,125,000 shares of the Company's common stock. The brokerage firm sold an aggregate of 1,125,000 shares of the Company's common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. Pursuant to the Agreements, the trusts have agreed to sell the shares for the notional amount of $22.2672 per share, subject to adjustment as described in note 6 below. The trusts have received aggregate upfront cash payments of $21,042,504.
6. Under the Agreements, on February 12, 2009 (the "Settlement Date"), the trusts will be obligated to deliver an aggregate number of shares to the brokerage firm based on the closing price of the common stock on the third business day preceding the Settlement Date (the "Settlement Price"), as follows: (a) if the Settlement Price is less than or equal to $22.2672 (the "Lower Limit"), a delivery of 1,125,000 shares; (b) if the Settlement Price is greater than the Lower Limit but less than $31.1741 (the "Upper Limit"), a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the Lower Limit and the denominator of which will be the Settlement Price; and (c) if the Settlement Price is equal to or greater than the Upper Limit, a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the sum of the Lower Limit plus the excess, if any, of the Settlement Price over the Upper Limit, and the denominator of which will be the Settlement Price.
7. The shares are held by three trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee. Dr. Morganroth disclaims beneficial ownership of these shares.
8. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable three years prior to expiration.
9. 25% of the total options granted became exercisable one year after date of grant. The remaining 75% became exercisable in December 2005.
Remarks:
Joel Morganroth 11/12/2008
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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