FORM 4
U.S. 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, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/x/ 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*:
Four Partners
------------------------------
(LAST) (FIRST) (MIDDLE)
c/o Thomas J. Tisch
667 Madison Avenue
-------------------------------------------
(STREET)
New York, New York 10021
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Neurogen Corporation (NRGN)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
2/99
<PAGE>
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
Common Stock, $0.025 par value
2. Transaction Date:
2
<PAGE>
(Month/Day/Year)
2/5/99
2/8/99
2/8/99
2/9/99
2/10/99
2/10/99
2/10/99
2/11/99
2/12/99
2/17/99
2/23/99
2/24/99
2/25/99
2/26/99
3/5/99
3. Transaction Code:
(Instr. 8)
Code
P V
P V
P V
P V
P V
P V
P V
P V
P V
P V
P V
P V
P V
P V
J V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
25,000 A 13.18 2/5/99
5,500 A 13.12 2/8/99
3,000 A 13.04 2/8/99
8,000 A 13.00 2/9/99
20,000 A 13.00 2/10/99
3
<PAGE>
25,000 A 12.93 2/10/99
15,000 A 12.89 2/10/99
17,000 A 13.00 2/11/99
60,000 A 13.12 2/12/99
1,200 A 12.68 2/17/99
10,000 A 11.68 2/23/99
15,000 A 11.62 2/24/99
3,000 A 11.62 2/25/99
190,000 A 11.98 2/26/99
1,638,500 D (See Explanation) 3/5/99
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,638,500 - As of February 28, 1999
0 - As of March 5, 1999 (see explanation)
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
D
D
D
D
D
D
D
D
D
D
D
D
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
4
<PAGE>
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
5
<PAGE>
(A) (D)
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
6
<PAGE>
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
This Form 4 is being filed jointly by Four Partners ("FP"), a
New York general partnership, and Four-Fourteen Partners LLC ("4-14P"),
a Delaware limited liability company. FP is the designated filer.
The sole partners of FP are Andrew H. Tisch 1991 Trust, for
which Andrew H. Tisch is the managing trustee, Daniel R. Tisch 1991
Trust, for which Daniel R. Tisch is the managing trustee, James S.
Tisch 1991 Trust, for which James S. Tisch is the managing trustee, and
Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the managing
trustee. Thomas J. Tisch has been appointed the Manager of FP. Andrew
H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch are
referred to herein as the "Messrs. Tisch."
The members of 4-14P are trusts for the benefit of the
offspring of the Messrs. Tisch, partnerships the partners of which are
such trusts and partnerships the partners of which are such
partnerships. The Messrs. Tisch serve as the trustees of such trusts.
Thomas J. Tisch has been appointed the Manager of 4-14P.
Each of The Thomas J. Tisch 1999 Annuity Trust II ("Thomas
Tisch GRAT II"), The Daniel R. Tisch 1999 Annuity Trust II ("Daniel
Tisch GRAT II"), The James S. Tisch 1999 Annuity Trust II ("James Tisch
GRAT II") and The Andrew H. Tisch 1999 Annuity Trust II ("Andrew Tisch
GRAT II"; and collectively with Thomas Tisch GRAT II, Daniel Tisch GRAT
II and James Tisch GRAT II, the "GRATs"), is a grantor retained annuity
trust in which the grantor holds an annuity interest and in which the
remainder interest was created in favor of a trust or trusts for the
grantor's offspring. Thomas J. Tisch is the grantor and Andrew H. Tisch
is the trustee of Thomas Tisch GRAT II. Daniel R. Tisch is the grantor
and James S. Tisch is the trustee of Daniel Tisch GRAT II. James S.
Tisch is the grantor and Thomas J. Tisch is the trustee of James Tisch
GRAT II. Andrew H. Tisch is the grantor and Daniel R. Tisch is the
trustee of Andrew Tisch GRAT II.
On March 5, 1999, the following transfers occurred (the "GRAT
Transfers"):
1. FP distributed all of the shares of Common Stock it owned
in equal shares of 409,625 each to the four trusts that are partners of
FP;
7
<PAGE>
2. Each of the four trusts that are partners of FP
distributed all of the 409,625 shares of Common Stock that it had
received from FP to the Mr. Tisch who is the beneficiary of such trust;
3. Each of the Messrs. Tisch contributed all of the 409,625
shares of Common Stock that he had received to the GRAT for which he is
the grantor.
As a result of the GRAT Transfers, FP is no longer the
beneficial owner of any shares of Common Stock. Beneficial ownership of
the shares of Common Stock previously held by FP will be reported by
the Messrs. Tisch and the GRATs.
None of the GRAT Transfers was a "sale" for purposes of the
Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
collectively represented only a change in the form of beneficial
ownership of the shares of Common Stock and not an actual change in the
beneficial ownership of such shares of Common Stock.
The filing of this statement is not an admission by any
Reporting Person that such Reporting Person and any other person or
persons constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder
or that any Reporting Person is the beneficial owner of any securities
owned by any other person.
FOUR PARTNERS
/s/ Thomas J. Tisch
- --------------------------------
** Signature of Reporting Person
Date: March 15, 1999
** 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 the Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
8
<PAGE>
Attachment To Form 4 of Four Partners
in Respect of Neurogen Corporation (NRGN)
Statement for: 2/99
This Form 4 is being filed jointly by Four Partners ("FP"), a
New York general partnership, and Four-Fourteen Partners LLC ("4-14P"), a
Delaware limited liability company. FP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Four-Fourteen Partners LLC
------------------------------------------
(LAST) (FIRST) (MIDDLE)
c/o Thomas J. Tisch
667 Madison Avenue
-------------------------------------------
(STREET)
New York, New York 10021
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Neurogen Corporation (NRGN)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
2/99
5. If Amendment, Date of Original:
(Month/Year)
9
<PAGE>
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, $0.025 par value
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
Code
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
10
<PAGE>
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
300,000
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
11
<PAGE>
4. Transaction Code:
(Instr. 8)
Code
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
12
<PAGE>
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
FOUR-FOURTEEN PARTNERS LLC
/s/ Thomas J. Tisch
- --------------------------------
** Signature of Reporting Person
Date: March 15, 1999
13
