| 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
ADHEREX TECHNOLOGIES INC [ ADHXF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2010 | ||||||||||||||||||||||||||
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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 | 06/08/2010 | S | 41,504,000 | D | (1) | 200,000,000 | I | See Footnotes(2)(3) | ||
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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 | ||||||||
| Common Stock Warrants (right to buy) | $0.08(4) | 06/08/2010 | S | 41,504,000 | 10/30/2010 | 04/30/2015 | Common Stock | 41,504,000 | (1) | 158,496,000 | I | See Footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are included within 41,504,000 units sold by the reporting persons for CDN$0.03 per unit. Each unit consists of one share of common stock of Adherex Technologies Inc. and one warrant to purchase one share of common stock of Adherex Technologies Inc. |
| 2. Southpoint Capital Advisors LP, and its general partner Southpoint Capital Advisors LLC, hold the reported securities indirectly on behalf of Southpoint Fund LP, Southpoint Qualified Fund LP, Southpoint Master Fund, LP and Southpoint Offshore Fund, Ltd., for which Southpoint Capital Advisors LP serves as investment manager. Southpoint GP, LP, and its general partner Southpoint GP, LLC, hold the reported securities indirectly on behalf of Southpoint Fund LP, Southpoint Qualified Fund LP, and Southpoint Master Fund, LP, of which Southpoint GP, LP is the general partner. John S. Clark II reports the securities held indirectly by Southpoint GP, LLC and Southpoint Capital Advisors LLC as the manager of each. |
| 3. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 4. The exercise price of the warrants reported is listed in Canadian Dollars. |
| Remarks: |
| SOUTHPOINT CAPITAL ADVISORS LP, By: Southpoint Capital Advisors LLC, its General Partner, By: John S. Clark II, Managing Member | 06/09/2010 | |
| SOUTHPOINT CAPITAL ADVISORS LLC, By: John S. Clark, II, Managing Member | 06/09/2010 | |
| SOUTHPOINT GP, LP, By: Southpoint GP, LLC, its General Partner, By: John S. Clark, II, Managing Member | 06/09/2010 | |
| SOUTHPOINT GP, LLC, By: John S. Clark, II, Managing Member | 06/09/2010 | |
| John S. Clark, II | 06/09/2010 | |
| ** 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. | ||