| 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
Excaliber Enterprises, Ltd. [ EXCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2011 | ||||||||||||||||||||||||||
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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 | 05/11/2011 | A | 229,521 | A | $3.5(1) | 229,521(2) | 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 | ||||||||
| Warrant | $5.25 | 05/11/2011 | A | 1,428 | 05/11/2011 | 12/31/2013 | Common Stock | 1,428 | $0.00(3) | 1,428 | D | ||||
| Stock Option (Right to Buy) | $1.9 | 05/11/2011 | A | 5,500 | 12/21/2006 | 04/11/2015 | Common Stock | 5,500 | $0.00(4) | 5,500 | D | ||||
| Stock Option (Right to Buy) | $1.76 | 05/11/2011 | A | 6,250 | 12/21/2006 | 07/06/2016 | Common Stock | 6,250 | $0.00(5) | 6,250 | D | ||||
| Stock Option (Right to Buy) | $1.6 | 05/11/2011 | A | 32,500 | 12/21/2007 | 12/21/2016 | Common Stock | 32,500 | $0.00(6) | 32,500 | D | ||||
| Stock Option (Right to Buy) | $1.44 | 05/11/2011 | A | 10,000 | 01/01/2009 | 05/17/2017 | Common Stock | 10,000 | $0.00(7) | 10,000 | D | ||||
| Stock Optioin (Right to Buy) | $4.2 | 05/11/2011 | A | 12,500 | (8) | 01/17/2018 | Common Stock | 12,500 | $0.00(9) | 12,500 | D | ||||
| Stock Option (Right to Buy) | $2.26 | 05/11/2011 | A | 20,000 | (10) | 03/24/2019 | Common Stock | 20,000 | $0.00(11) | 20,000 | D | ||||
| Stock Option (Right to Buy) | $2.26 | 05/11/2011 | A | 10,000 | (12) | 06/17/2019 | Common Stock | 10,000 | $0.00(13) | 10,000 | D | ||||
| Stock Option (Right to Buy) | $3 | 05/11/2011 | A | 50,000 | (14) | 11/04/2019 | Common Stock | 50,000 | $0.00(15) | 50,000 | D | ||||
| Stock Option (Right to Buy) | $3 | 05/11/2011 | A | 87,500 | (16) | 12/30/2019 | Common Stock | 87,500 | $0.00(17) | 87,500 | D | ||||
| Stock Option (Right to Buy) | $3.5 | 05/11/2011 | A | 50,000 | (18) | 04/26/2021 | Common Stock | 50,000 | $0.00(19) | 50,000 | D | ||||
| Warrant | $5 | 05/11/2011 | A | 795 | 05/11/2011 | 05/11/2014 | Common Stock | 795 | (20) | 795 | D | ||||
| Explanation of Responses: |
| 1. Shares received in a stock-for-stock exchange of shares of VistaGen Therapeutics Inc. ("VistaGen") Common Stock in connection with the Agreement and Plan of Merger by and among VistaGen, the Issuer and a wholly-owned subsidiary of Issuer, such that VistaGen became a wholly-owned subsidiary of Issuer (the "Merger"). The exchange ratio in connection with the Merger was one share of VistaGen Common Stock at a price of $1.75 per share for 0.5 shares of Issuer Common Stock at a price of $3.50 per share (the "Exchange Ratio"). All shares reflected in the Tables and the footnotes give effect to the Exchange Ratio. |
| 2. Includes 100,000 shares subject to divorce decree. |
| 3. Received in the Merger in exchange for a warrant to acquire 1,428 shares of VistaGen common stock for $5.25 per share. |
| 4. Received in the Merger in exchange for an employee stock option to acquire 5,500 shares of VistaGen common stock for $1.90 per share. |
| 5. Received in the Merger in exchange for an employee stock option to acquire 6,250 shares of VistaGen common stock for $1.76 per share. |
| 6. Received in the Merger in exchange for an employee stock option to acquire 32,500 shares of VistaGen common stock for $1.60 per share. |
| 7. Received in the Merger in exchange for an employee stock option to acquire 10,000 shares of VistaGen common stock for $1.44 per share. |
| 8. Options vest monthly over a period of four years commencing January 17, 2008 |
| 9. Received in the Merger in exchange for an employee stock option to acquire 12,500 shares of VistaGen common stock for $4.20 per share. |
| 10. Options vest monthly over a period of four years commencing March 24, 2009 |
| 11. Received in the Merger in exchange for an employee stock option to acquire 20,000 shares of VistaGen common stock for $2.26 per share. |
| 12. Options vest 50% after three months and 50% after six months commencing June 17, 2009 |
| 13. Received in the Merger in exchange for an employee stock option to acquire 10,000 shares of VistaGen common stock for $2.26 per share. |
| 14. Options vest monthly over a period of two years commencing November 1, 2009 |
| 15. Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of VistaGen common stock for $3.00 per share. |
| 16. Options vest monthly over a period of three years commencing December 31, 2009 |
| 17. Received in the Merger in exchange for an employee stock option to acquire 87,500 shares of VistaGen common stock for $3.00 per share. |
| 18. Options vest monthly over a peoriod of four years commencing April 25, 2011 |
| 19. Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of VistaGen common stock for $3.50 per share. |
| 20. Received in the Merger in exchange for a warrant to acquire 795 shares of VistaGen common stock for $5.00 per share. |
| /s/ A. Franklin Rice | 05/25/2011 | |
| ** 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. | ||