| 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
ACLARA BIOSCIENCES INC [ ACLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/10/2004 |
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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 | 12/10/2004 | D | 70,003 | D | ( 1 ) | 0 | D | |||
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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 | ||||||||
| Employee Stock Option | $4.39 | 12/10/2004 | D | 300,000 | 12/10/2005 ( 2 ) | 05/26/2014 | Common Stock | 300,000 | $4.39 ( 2 ) | 0 | D | ||||
| NSO Stock Option | $3.33 | 12/10/2004 | D | 3,750 | 01/19/2001 ( 3 ) | 01/19/2010 | common stock | 3,750 | $3.33 ( 3 ) | 0 | D | ||||
| NSO Stock Option | $3.33 | 12/10/2004 | D | 11,250 | 01/16/2001 ( 4 ) | 01/19/2010 | common stock | 11,250 | $3.33 ( 4 ) | 0 | D | ||||
| NSO Stock Option | $0.11 | 12/10/2004 | D | 9,375 | 10/06/1998 ( 5 ) | 09/09/2007 | common stock | 9,375 | $0.11 ( 5 ) | 0 | D | ||||
| NSO Stock Option | $0.4 | 12/10/2004 | D | 7,500 | 04/02/1999 ( 6 ) | 04/02/2008 | common stock | 7,500 | $0.4 ( 6 ) | 0 | D | ||||
| NSO Stock Option | $0.4 | 12/10/2004 | D | 1,720 | 10/07/1999 ( 7 ) | 10/07/2008 | common stock | 1,720 | $0.4 ( 6 ) | 0 | D | ||||
| Incentive Stock Option | $5.02 | 12/10/2004 | D | 5 | 06/01/2001 ( 8 ) | 04/11/2011 | common stock | 5 | $5.02 ( 8 ) | 0 | D | ||||
| NSO Stock Option | $5.02 | 12/10/2004 | D | 14,996 | 06/01/2001 ( 9 ) | 04/11/2011 | common stock | 14,996 | $5.02 ( 9 ) | 0 | D | ||||
| NSO Stock Option | $5.02 | 12/10/2004 | D | 9,999 | 06/01/2001 ( 10 ) | 04/11/2011 | common stock | 9,999 | $5.02 ( 10 ) | 0 | D | ||||
| NSO Stock Option | $5.02 | 12/10/2004 | D | 60,000 | 10/01/2001 ( 11 ) | 04/11/2011 | common stock | 60,000 | $5.02 ( 11 ) | 0 | D | ||||
| NSO Stock Option | $5.02 | 12/10/2004 | D | 15,000 | 10/06/2001 ( 12 ) | 04/11/2011 | common stock | 15,000 | $5.02 ( 12 ) | 0 | D | ||||
| Incentive Stock Option | $5.32 | 12/10/2004 | D | 30,000 | 11/01/2002 ( 13 ) | 11/01/2011 | common stock | 30,000 | $5.32 ( 13 ) | 0 | D | ||||
| Incentive Stock Option | $1.44 | 12/10/2004 | D | 75,000 | 06/25/2003 ( 14 ) | 07/24/2012 | common stock | 75,000 | $1.44 ( 14 ) | 0 | D | ||||
| Incentive Stock Option | $2.1 | 12/10/2004 | D | 53,417 | 01/06/2004 ( 15 ) | 01/06/2013 | common stock | 53,417 | $2.1 ( 15 ) | 0 | D | ||||
| NSO Stock Option | $2.1 | 12/10/2004 | D | 21,583 | 01/06/2004 ( 16 ) | 01/06/2013 | common stock | 21,583 | $2.1 ( 16 ) | 0 | D | ||||
| Incentive Stock Option | $1.98 | 12/10/2004 | D | 30,051 | 03/28/2004 ( 17 ) | 03/28/2013 | common stock | 30,051 | $1.98 ( 17 ) | 0 | D | ||||
| NSO Stock Option | $1.98 | 12/10/2004 | D | 69,949 | 03/28/2004 ( 18 ) | 03/28/2013 | common stock | 69,949 | $1.98 ( 18 ) | 0 | D | ||||
| NSO Stock Option | $3.5 | 12/10/2004 | D | 77,083 | 11/04/2004 ( 19 ) | 11/04/2013 | common stock | 77,083 | $3.5 ( 19 ) | 0 | D | ||||
| Incentive Stock Option | $3.5 | 12/10/2004 | D | 22,917 | 11/04/2004 ( 20 ) | 11/04/2013 | common stock | 22,917 | $3.5 ( 20 ) | 0 | D | ||||
| Incentive Stock Option | $3.2 | 12/10/2004 | D | 2,333 | 02/06/2005 ( 21 ) | 02/06/2014 | common stock | 2,333 | $3.2 ( 21 ) | 0 | D | ||||
| NSO Stock Option | $3.2 | 12/10/2004 | D | 22,667 | 02/06/2005 ( 22 ) | 02/06/2014 | common stock | 22,667 | $3.2 ( 22 ) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to merger agreement between Aclara Biosciences, Inc. and Virologic, Inc., in exchange for 119,005 shares of Virologic Common Stock. |
| 2. This option which provided for monthly vesting after one year cliff beginning 12/10/2004, was assumed by Virologic, Inc., in the merger and replaced with an option to purchase 510,000 shares of Virologic common stock for $2.58. |
| 3. This option, which provided for monthly vesting after one year cliff beginning 01/19/2000, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 6,375 shares of Virologic common stock for $1.96. |
| 4. This option, which provided for monthly vesting after one year cliff beginning 01/16/2000, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 19,125 shares of Virologic common stock for $1.96. |
| 5. This option, which provided for monthly vesting after one year cliff beginning 09/09/1997, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 15,937 shares of Virologic common stock for $0.06. |
| 6. This option, which provided for monthly vesting after one year cliff beginning 04/02/1998, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 12,750 shares of Virologic common stock for $0.24. |
| 7. This option, which provided for monthly vesting after one year cliff beginning 10/07/1998, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 2,924 shares of Virologic common stock for $0.24. |
| 8. This option, which provided for monthly vesting after two month cliff beginning 04/11/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 8 shares of Virologic common stock for $2.95. |
| 9. This option, which provided for monthly vesting after two month cliff beginning 04/11/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 25,493 shares of Virologic common stock for $2.95. |
| 10. This option, which provided for monthly vesting after two month cliff beginning 04/11/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 16,998 shares of Virologic common stock for $2.95. |
| 11. This option, which provided for monthly vesting after a six month cliff beginning 04/11/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 102,000 shares of Virologic common stock for $2.95. |
| 12. This option, which provided for monthly vesting after a six month cliff beginning 04/11/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 25,500 shares of Virologic common stock for $2.95. |
| 13. This option, which provided for monthly vesting after one year cliff beginning 11/01/01, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 51,000 shares of Virologic common stock for $3.13. |
| 14. This option, which provided for monthly vesting after one year cliff beginning 07/24/2002, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 127,500 shares of Virologic common stock for $0.85. |
| 15. This option, which provided for monthly vesting after one year cliff beginning 01/06/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 90,808 shares of Virologic common stock for $1.24. |
| 16. This option, which provided for monthly vesting after one year cliff beginning 01/06/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 36,691 shares of Virologic common stock for $1.24. |
| 17. This option, which provided for monthly vesting after one year cliff beginning 03/28/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 51,086 shares of Virologic common stock for $1.16. |
| 18. This option, which provided for monthly vesting after one year cliff beginning 03/28/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 118,913 shares of Virologic common stock for $1.16. |
| 19. This option, which provided for monthly vesting after one year cliff beginning 11/04/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 131,041 shares of Virologic common stock for $2.06. |
| 20. This option, which provided for monthly vesting after one year cliff beginning 11/04/03, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 38,958 shares of Virologic common stock for $2.06. |
| 21. This option, which provided for monthly vesting after one year cliff beginning 02/06/04, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 3,966 shares of Virologic common stock for $1.88. |
| 22. This option, which provided for monthly vesting after one year cliff beginning 02/06/04, was assumed by Virologic, Inc. in the merger and replaced with an option to purchase 38,533 shares of Virologic common stock for $1.88. |
| Remarks: |
| Dian Georgia, attorney-in-fact | 12/10/2004 | |
| ** 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. | ||