| 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
BENTLEY PHARMACEUTICALS INC [ BNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2007 | ||||||||||||||||||||||||||
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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, $0.02 par value | 05/23/2007 | M | 2,125(1) | A | $0 | 19,625 | 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 | ||||||||
| Right to purchase | $11.965 | 05/23/2007 | A | 50,000 | (2) | 05/23/2017 | Common Stock, $0.02 par value | 50,000 | $0 | 50,000 | D | ||||
| Restricted Stock Units | (3) | 05/23/2007 | A | 9,000 | (4) | (4) | Common Stock, $0.02 par value | 9,000 | $0 | 9,000 | D | ||||
| Restricted Stock Units | (3) | 05/23/2007 | M | 2,125 | (5) | (5) | Common Stock, $0.02 par value | 2,125 | $0 | 6,375 | D | ||||
| Right to purchase | $2.375 | (6) | 06/15/2008 | Common Stock, $0.02 par value | 7,000 | 7,000 | D | ||||||||
| Right to purchase | $5.875 | (7) | 01/03/2010 | Common Stock, $0.02 par value | 25,000 | 25,000 | D | ||||||||
| Right to purchase | $6 | (8) | 05/09/2011 | Common Stock, $0.02 par value | 50,000 | 50,000 | D | ||||||||
| Right to purchase | $9.79 | (9) | 01/03/2012 | Common Stock, $0.02 par value | 50,000 | 50,000 | D | ||||||||
| Right to purchase | $8.05 | (10) | 01/01/2013 | Common Stock, $0.02 par value | 30,000 | 30,000 | D | ||||||||
| Right to purchase | $10.04 | (11) | 05/21/2013 | Common Stock, $0.02 par value | 30,000 | 30,000 | D | ||||||||
| Right to purchase | $13.3 | (12) | 01/01/2014 | Common Stock, $0.02 par value | 75,000 | 75,000 | D | ||||||||
| Right to purchase | $7.5 | (13) | 03/30/2015 | Common Stock, $0.02 par value | 70,000 | 70,000 | D | ||||||||
| Right to purchase | $11.775 | (14) | 05/23/2016 | Common Stock, $0.02 par value | 43,300 | 43,300 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares received from the vesting of restricted stock units. |
| 2. Options were granted under terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Grant becomes exercisable in three equal installments 5/23/2008, 5/23/2009 and 5/23/2010. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Bentley Pharmaceuticals, Inc. Common Stock, $0.02 par value. |
| 4. Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Units vest, and will be issued to the reporting person, in four equal installments on 5/23/2008, 5/23/2009, 5/23/2010 and 5/23/2011. |
| 5. Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Remaining units vest, and will be issued to the reporting person, in three equal installments on 5/23/2008, 5/23/2009 and 5/23/2010. |
| 6. Options were granted under terms of the Company's 1991 Stock Option Plan. Grant became exercisable on 6/15/1999. |
| 7. Options were granted under terms of the Company's 1991 Stock Option Plan. Grant became exercisable on 1/3/2001. |
| 8. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable on 5/9/2002. |
| 9. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 1/3/2003 and 1/3/2004. |
| 10. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 1/1/2004 and 1/1/2005. |
| 11. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 5/21/2004 and 5/21/2005. |
| 12. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant became exercisable in two equal installments on 1/1/2005 and 1/1/2006. |
| 13. Options were granted under terms of the Company's 2001 Employee Stock Option Plan. Grant becomes exercisable in three equal installments on 3/30/2006, 3/30/2007 and 3/30/2008. |
| 14. Options were granted under terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Grant becomes exercisable in three equal installments 5/23/2007, 5/23/2008 and 5/23/2009. |
| Adolfo Herrera Malaga | 05/25/2007 | |
| ** 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. | ||