FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TANG KEVIN C 4747 EXECUTIVE DRIVE, SUITE 210 SAN DIEGO, CA92121 | X | X | ||
TANG CAPITAL PARTNERS LP 4747 EXECUTIVE DRIVE, SUITE 210 SAN DIEGO, CA92121 | X | |||
TANG CAPITAL MANAGEMENT LLC 4747 EXECUTIVE DRIVE, SUITE 210 SAN DIEGO, CA92121 | X | |||
Hearne Michael S 4747 EXECUTIVE DRIVE, SUITE 210 SAN DIEGO, CA92121 | Chief Financial Officer |
/s/ Kevin Tang | 2022-08-24 |
**Signature of Reporting Person | Date |
/s/ Kevin Tang, Managing Member of Tang Capital Management, LLC, General Partner | 2022-08-24 |
**Signature of Reporting Person | Date |
/s/ Kevin Tang, Managing Member | 2022-08-24 |
**Signature of Reporting Person | Date |
/s/ Michael Hearne | 2022-08-24 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
(2) | The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as Chief Financial Officer of TCM. Mr. Tang and Mr. Hearne each have a pecuniary interest in the shares beneficially held by TCP. |
(3) | Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-1(2) Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price. |
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La Jolla Pharmaceutical Company published this content on 24 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2022 20:07:02 UTC.