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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Adams Respiratory Therapeutics, Inc. [ ARXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
03/03/2006 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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, $0.01 par value | 03/03/2006 | J | 80,221 | D | $0 | 0 | D ( 1 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 56,178 | D | $0 | 0 | D ( 2 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 16,537 | D | $0 | 0 | D ( 3 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 130,757 | D | $0 | 848 | D ( 4 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 238,751 | A | $0 | 4,851,702 | D ( 5 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 12,470 | A | $0 | 251,231 | D ( 6 ) | |||
Common Stock, $0.01 par value | 03/03/2006 | J | 133 | A | $0 | 2,680 | D ( 7 ) |
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 |
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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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. On March 3, 2006, EGI-Fund (99) Investors, L.L.C. ("Fund 99") distributed 80,221 shares of Common Stock of the Issuer to each of its members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of its operating agreement, for no consideration. SZ Investments, L.L.C. ("SZI") is the managing member of Fund 99. Chai Trust Company, L.L.C. ("Chai") is the trustee of trusts which have an indirect ownership interest in Fund 99. |
2. On March 3, 2006, EGI-Fund (00) Investors, L.L.C. ("Fund 00") distributed 56,178 shares of Common Stock of the Issuer to each of its members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of its operating agreement, for no consideration. SZI is the managing member of Fund 00. Chai is the trustee of trusts which have an indirect ownership interest in Fund 00. |
3. On March 3, 2006, EGI-Fund (01) Investors, L.L.C. ("Fund 01") distributed 16,537 shares of Common Stock of the Issuer to each of its members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of its operating agreement, for no consideration. EGI-Managing Member (01), L.L.C. is the managing member of Fund 01, the managing member of which is SZI. Chai is the trustee of trusts which have an indirect ownership interest in Fund 01. |
4. On March 3, 2006, EGI-Fund (02-04) Investors, L.L.C. ("Fund 02-04") distributed 130,757 shares of Common Stock of the Issuer to each of its members on a pro rata basis, pursuant to a plan of partial liquidation, in accordance with the terms of its operating agreement, for no consideration. EGI-Managing Member (02-04), L.L.C. is the managing member of Fund 02-04, the managing member of which is SZI. Chai is the trustee of trusts which have an indirect ownership interest in Fund 02-04. |
5. SZI, received 70,760 shares from Fund 99; 50,597 shares from Fund 00; 3,477 shares from Fund 01; and 113,917 shares from Fund 02-04, each from the March 3, 2006 distribution, as an indirect member of each of such Reporting Persons, with the remaining shares of Common Stock distributed being distributed to the other members of such Reporting Persons. The shares distributed will continue to be subject to a 90-day lockup previously granted to the underwriters in connection with the secondary public offering of the Issuer closed December 14, 2005. SZI is indirectly owned by trusts, the trustee of which is Chai. |
6. GVI Holdings, Inc. ("GVI") received 12,470 shares from Fund 01, from the March 3, 2006 distribution, as an indirect member of such Reporting Person, with the remaining shares of Common Stock distributed being distributed to the other members of such Reporting Person. The shares distributed will continue to be subject to a 90-day lockup previously granted to the underwriters in connection with the secondary public offering of the Issuer closed December 14, 2005. GVI is indirectly owned by trusts, the trustee of certain of which is Chai and the trustee of one of which is Samuel Zell. |
7. GAMI Investments, Inc. ("GAMI") received 133 shares from Fund 01, from the March 3, 2006 distribution, as an indirect member of such Reporting Person, with the remaining shares of Common Stock distributed being distributed to the other members of such Reporting Person. The shares distributed will continue to be subject to a 90-day lockup previously granted to the underwriters in connection with the secondary public offering of the Issuer closed December 14, 2005. GAMI is indirectly owned by trusts, the trustee of certain of which is Chai and the trustee of one of which is Samuel Zell. |
Remarks: |
The address for each Reporting Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606. |
Donald J. Liebentritt, Vice President | 03/03/2006 | |
** 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. |