| 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
MINRAD INTERNATIONAL, INC. [ BUF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2008 | ||||||||||||||||||||||||||
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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 | 4,036 | 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 | ||||||||
| Stock Option | $2.44 | 04/01/2008 | A | 317,500 | 09/30/2008 | 09/30/2010 | Common Stock | 317,500 | $2.44 | 317,500(3) | D | ||||
| Stock Option | $2.44 | 04/01/2008 | A | 635,000 | 11/01/2008 | 04/01/2012 | Common Stock | 635,000 | $2.44 | 635,000(1) | D | ||||
| Stock Option | $2.44 | 04/01/2008 | A | 1,111,250 | 04/01/2008 | 03/31/2010 | common Stock | 1,111,250 | $2.44 | 1,111,250(2) | D | ||||
| Stock option | $1.4 | 05/01/2005 | 04/30/2010 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option | $1.4 | 05/01/2006 | 04/30/2011 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option | $4.25 | 09/30/2006 | 09/29/2008 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Explanation of Responses: |
| 1. The Stock options vest at the rate of 1/18 for each month of continued employment from October 2008 through March 2010 |
| 2. All 1,111,250 stock options vest upon a change in control, as defined in Mr. Digiacinto's employment agreement, in a transaction having a valuation of $4.00 per share or greater; and/or 317,500 shares vest upon the company reporting positive cash flow for two consecutive quarters; and 158,750 shares vest upon the Company reporting positive cash flow for each subsequent fiscal quarter during the term of the agreement; provided however, that any options that vest under this later method will reduce any options that vest under the change in control. |
| 3. Vests on September 30, 2008 provided Mr. DiGiacinto is still employed by the company |
| Richard Tamulski Attorney-in-Fact for Mr. DiGiacinto | 04/07/2008 | |
| ** 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. | ||