Mannkind

Here is my assessment of the expected number of shares based on what we already know and taking into account the entire capital structure of the company as of November 2012

We are currently up to 285,767,463 shares outstanding. 199,767,463 previously issued plus 86,000,000 issued on 10/23/2012. The issuance on 10/23/2012 was over subscribed at 46 million to the public, not 40 million.

I would also add the 3,002,778 shares issuable in connection with the 7/23/12 securities action settlement, but not the additional 1,000,000 shares if the share price is below $1 at settlement.

I think it would be safe to add the shares from the exercise of all of the warrants; an additional 86,062,500 shares. If the company is successful, all warrants will get exercised. If the share price is not high enough for the October 30, 2013 warrants to get exercised at $2.60, then the company will have to go to the capital markets for financing and the terms will surely be worse than the exercise would provide.

There were 3,782,122 unsettled restricted shares which will likely settle if the company is successful.

There are also 18,662,846 company options with an average strike of $3.47. Since I don't know the breakdown of all the strikes, it is hard to know how many will get exercised, but for safety, I would assume that they all get exercised

The 8/15/2015 convertible debt has a conversion price of $6.80, so if the company is successful, then by 2015 the share price should be above $6.8, so I assume conversion will happen.

I would not count the 12/15/2013 convertibles since the conversion price is so high, nor would I count the restricted shares that are available but not yet granted.

From	Shares	Running Total
Outstanding	285,767,463	285,767,463
Other: from securities action	3,002,778	288,770,241
Warrants	86,062,500	374,832,741
Restricted Stock	3,782,122	378,614,863
Company Options	18,662,846	397,277,709
8/15/2015 Convertible Debt	14,708,590	411,986,299

So, by my count, we are up to about 412 million shares.

Here are the details:

Convertible Debt
Maturity Date	Principal	Coupon	Conversion Price	Total Shares if Converted
12/15/2013	115,000,000	3.75%	22.47	5,117,523	Up to 1,484,064 additional shares issuable make-whole premium
8/15/2015	100,000,000	5.75%	6.80	14,708,590	Up to 2,041820 additional shares issuable make-whole premium
Total	215,000,000			19,826,113

Mann Group LOC
Maturity Date	Principal Owed	Unused Principal	Total Credit Line	As of Date
7/1/2013	?????	120,000,000	?????	9/30/2012


Warrants
Expiration Date	Quantity	Strike Price	Shares Per Warrant	Total Shares if Exercised	Total Proceeds if Exercised
2/8/2016	35,937,500	2.40	0.60	21,562,500	51,750,000
10/30/2013	46,000,000	2.60	0.75	34,500,000	89,700,000
10/30/2013	40,000,000	2.60	0.75	30,000,000	78,000,000
Total	121,937,500			86,062,500	219,450,000

Shares Outstanding
Date	Shares	Issue Price	Proceeds
As of 9/30/2012	199,767,463
10/23/2012	46,000,000	2.00	92,000,000
10/23/2012	40,000,000	2.69	107,400,000
Total	285,767,463


Stock Options
	Weighted Average Strike Price	Total Shares if Exercised	Total Proceeds if Exercised
As of Oct 2012	3.47	18,662,846	64,760,076


Restricted Stock Units
	Total Shares upon settlement
As of Oct 2012	3,782,122


Other Stock
Date	Shares
As of Oct 2012	9,338,040	shares available for future grant under 2004 equity incentive paln and option plan
As of Oct 2012	3,002,778	shares issuable in connection with 7/23/12 securities action settlement
As of Oct 2012	1,000,000	shares issuable in connection with 7/23/12 securities action settlement if share pr <1.00 at settlement
Total	13,340,818