| 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
IMCLONE SYSTEMS INC [ IMCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
05/02/2006 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
05/05/2006 |
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 | ||||||
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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 | ||||||||
| Stock Option (Right to Buy) | $35.48 | 05/02/2006 | A | 3,315 | 07/18/2006 ( 2 ) | 05/01/2016 ( 3 ) | Common Stock | 3,315 | $0 | $23,315 | D ( 1 ) | ||||
| Stock Option (Right to Buy) | $35.48 | 05/02/2006 | A | 5,000 | 10/18/2006 ( 2 ) | 05/01/2016 | Common Stock | 5,000 | $0 | $28,315 | 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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| Explanation of Responses: |
| 1. The options reported in this Form 4 are owned directly by Mr. Denner. |
| 2. The fifth and sixth line items from the Form 4 originally filed on May 5, 2006 are hereby amended to reflect the correct date the Stock Options (Right to Buy) are exercisable. |
| 3. The fifth line item from the Form 4 originally filed on May 5, 2006 is hereby amended to reflect the correct expiration date of the Stock Option (Right to Buy). |
| Remarks: |
| In addition to being a Director to the Company, Alexander J. Denner ("Mr. Denner") also serves as a portfolio manager for Viking Global Performance LLC ("VGP") which acts as (i) the general partner of Viking Global Equities LP, a Delaware limited partnership ("VGE"), and (ii) investment manager to VGE III Portfolio Ltd., a Cayman Islands company ("VGE III"). As general partner and investment manager, respectively, VGP has the power to dispose of and vote the shares of Common Stock directly owned by VGE and VGE III. O. Andreas Halvorsen and David C. Ott are the managing members of VGP. |
| /s/ Alexander J. Denner | 05/08/2006 | |
| /s/ O. Andreas Halvorsen | 05/08/2006 | |
| ** 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. | ||