Sec Form 4 Filing - BIOMARIN PHARMACEUTICAL INC @ CATALYST PHARMACEUTICAL PARTNERS, INC. - 2012-12-08

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
BIOMARIN PHARMACEUTICAL INC
2. Issuer Name and Ticker or Trading Symbol
CATALYST PHARMACEUTICAL PARTNERS, INC. [ CPRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
105 DIGITAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2012
(Street)
NOVATO, CA94949
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/08/2012 P 5,000,000 A $ 0.75 ( 1 ) 6,666,667 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note and Note Purchase Agreement $ 0.75 ( 1 ) 12/08/2012 J 5,000,000 12/08/2012( 1 ) 12/08/2012( 1 ) Common Stock 6,666,667 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BIOMARIN PHARMACEUTICAL INC
105 DIGITAL DRIVE
NOVATO, CA94949
X
Signatures
/s/ G. Eric Davis 12/11/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )BioMarin Pharmaceuticals, Inc. held a Convertible Promissory Note and Purchase Agreement ("Convertible Note") in the aggregate amount of $5,000,000 that automatically converted into 6,666,666 shares of Common Stock of Catalyst Pharmaceuticals, Inc. at a conversion price of $0.75 per share on December 8, 2012. The number of shares issuable upon conversion of the Convertible Note was determined by dividing the aggregate principal amount of the note, $5,000,000 by the "Conversion Price" in effect on December 8, 2012. The Conversion Price was the dollar weighted average price of the Common Stock for the 15 business day period prior to December 8, 2012, multiplied by 0.9; provided, however, that the Conversion price could not be less than $0.75 per share or more than $2.50 per share.

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