SEC Form 4
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*
FOREST LABORATORIES INC

(Last) (First) (Middle)
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLINICAL DATA INC [ CLDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. 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) 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(1) 04/12/2011 P 27,868,256 A $30(2) 0(3) D
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) 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
2005 Warrants $15.6 04/12/2011 P 93,556 11/17/2005 05/17/2011 Common Stock 108,850 $14.9(2) 0(3) D
2006 Warrants $12.97 04/12/2011 P 113,817 06/13/2006 12/14/2011 Common Stock 143,774 $17.71(2) 0(3) D
2008 Warrants $16.44 04/12/2011 P 757,461 09/26/2008 03/26/2014 Common Stock 757,461 $13.56(2) 0(3) D
Series A 2009 Warrants $8.12 04/12/2011 P 1,527,650 02/25/2009 08/25/2014 Common Stock 1,527,650 $21.88(2) 0(3) D
Series B 2009 Warrants $9.744 04/12/2011 P 1,527,650 02/25/2009 08/25/2014 Common Stock 1,527,650 $20.26(2) 0(3) D
2017 Convertible Notes $8.1825 04/12/2011 P 6,110,599 02/25/2009 08/25/2014(4) Common Stock 6,110,599 $30(2) 0(3) D
1. Name and Address of Reporting Person*
FOREST LABORATORIES INC

(Last) (First) (Middle)
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FL Holding C.V.

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FLI International, LLC

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dogwood Holding Corp.

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Magnolia Acquisition Corp.

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This form is filed on behalf of Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), FLI International LLC ("FLI International"), Dogwood Holding Corp. ("Dogwood") and Magnolia Acquisition Corp. ("Magnolia"), all of which are filing as members of a 10% owner group. Forest is the direct parent of FL Holding, and the indirect parent of FLI International and Dogwood. FLI International is the general partner of FL Holding, and FL Holding is the parent of Dogwood. Pursuant to the terms of the Merger Agreement, Magnolia was merged with and into Clinical Data on April 13, 2011. Prior to the merger, Magnolia was a wholly-owned subsidiary of Dogwood.
2. The price of each security also includes the contractual right, pursuant to a Contingent Value Rights Agreement, dated as of April 13, 2011, by and among FL Holding, Forest and American Stock Transfer & Trust Company, LLC, as Rights Agent, to receive additional consideration of up to $6.00 per share upon the achievement of certain milestones related to Viibryd?? (the "CVR consideration").
3. All of Clinical Data's outstanding securities were cancelled and/or exercised in a merger of Magnolia with and into Clinical Data on April 13, 2011 pursuant to the Merger Agreement, and converted into the right to receive the $30.00 in cash and the CVR Consideration.
4. The 2017 Convertible Notes may be repaid at any time upon 90 days prior written notice. The final maturity date of the 2017 Convertible Notes is February 25, 2017.
/s/ David Solomon 04/13/2011
** Signature of Reporting Person Date
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