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
MEDICINOVA INC [ 4875 OSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/09/2006 | ||||||||||||||||||||||||||
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 |
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) | $1.48(1) | 01/09/2006 | A | 100,000 | 01/09/2006 | 01/08/2016 | Common Stock | 100,000 | $0 | 100,000 | I | By Essex Woodlands Health Ventures, Inc.(2) | |||
Stock Option (right to buy) | $1.48(1) | 01/09/2006 | A | 100,000 | (3) | 01/08/2016 | Common Stock | 100,000 | $0 | 100,000 | I | By Essex Woodlands Health Ventures, Inc.(2) | |||
Stock Option (right to buy) | $1.48(1) | 01/09/2006 | A | 10,000 | 01/09/2006 | 01/08/2016 | Common Stock | 10,000 | $0 | 10,000 | I | By Essex Woodlands Health Ventures, Inc.(2) |
Explanation of Responses: |
1. The exercise price of this stock option is 170 yen. On the date of grant, the exercise price was equal to $1.48, based on the exchange rate as found on www.oanda.com. |
2. The Reporting Person is a managing member of Essex Woodlands Health Ventures VI, L.L.C. and is a limited partner of Essex Woodlands Health Ventures VI, L.P. Essex Woodlands Health Ventures VI, L.L.C. is the general partner of Essex Woodlands Health Ventures VI, L.P., which is the general partner of Essex Woodlands Health Ventures Fund VI, L.P. Essex Woodlands Health Ventures, Inc. is the management company for Essex Woodlands Health Ventures Fund VI, L.P. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entities. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
3. The option vests over a four (4) year period commencing January 9, 2006, in equal quarterly installments. |
Remarks: |
/s/ Shintaro Asako, as Attorney-in-Fact | 06/20/2006 | |
** 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. |