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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lindevall Kai Eugen Harald KEILARANTA 16 ESPOO, H9 02150 |
X | Pres. European and Asian Oper. |
/s/ Kai Lindevall | 03/29/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On March 27, 2007, the reporting person became entitled to receive an additional 281,630 shares of Encorium Group, Inc.'s ("Encorium") common stock pursuant to an "earn-out" provision contained in the Amended and Restated Combination Agreement dated July 6, 2006 (the "Agreement"), pursuant to which Encorium acquired all of the issued and outstanding stock of Remedium Oy ("Remedium") on November 1, 2006. The Agreement provided that the former stockholders of Remedium would receive a variable number of additional shares of Encorium common stock, for no additional consideration, if Remedium's net revenues for the year ending December 31, 2006 reached certain threshold levels contained in the Agreement. Remedium's net revenues for the year ending December 31, 2006 exceeded EUR 9,500,000, but was less that EUR 10,700,000, as a result of which the former stockholders of Remedium, including the reporting person, acquired additional shares of Encorium common stock pursuant to the Agreement. |
(2) | The number of shares issubable pursuant to the earn-out right was determined pursuant to a formula set forth in the Agreement which provided that, for the purpose of determining the number of shares issuable, Encorium's common stock would be valued at $2.83 per share, representing the price per share at which the former Remedium stockholders received Encorium shares upon the closing of the Agreement. |
(3) | On March 27, 2007, the reporting person's wife became entitled to receive an additional 26,370 shares of Encorium's common stock pursuant to the earn-out right contained in the Agreement. See footnote 1. |
(4) | See footnote 2. |
(5) | The reporting person disclaims beneficial ownership of his wife's shares. |