Statement of Changes in Beneficial Ownership (4)
September 13 2013 - 6:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Schroeder Theodore R
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2. Issuer Name
and
Ticker or Trading Symbol
Trius Therapeutics Inc
[
TSRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TRIUS THERAPEUTICS, INC., 6310 NANCY RIDGE DR, # 105
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/11/2013
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$7.57
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9/11/2013
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D
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15116
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(1)
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12/7/2019
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Common Stock
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15116
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$5.93
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0
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D
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Stock Option (right to buy)
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$3.50
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9/11/2013
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D
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12000
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(2)
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11/2/2020
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Common Stock
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12000
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$10.00
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0
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D
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Stock Option (right to buy)
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$8.26
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9/11/2013
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D
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12000
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(2)
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6/1/2021
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Common Stock
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12000
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$5.24
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0
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D
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Stock Option (right to buy)
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$5.05
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9/11/2013
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D
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12000
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(2)
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5/21/2022
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Common Stock
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12000
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$8.45
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0
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D
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Stock Option (right to buy)
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$7.77
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9/11/2013
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D
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15000
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(2)
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5/20/2023
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Common Stock
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15000
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$5.73
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant the terms of that certain Agreement and Plan of Merger, dated as of July 30, 2013, by and among Trius Therapeutics, Inc., Cubist Pharmaceuticals, Inc., and BRGO Corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each stock option that was outstanding and unexercised as of the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $13.50 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $2.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
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(
2)
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Pursuant the terms of the Merger Agreement and the Offer, each stock option that was outstanding and unexercised as of the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $13.50 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $2.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schroeder Theodore R
C/O TRIUS THERAPEUTICS, INC.
6310 NANCY RIDGE DR, # 105
SAN DIEGO, CA 92121
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X
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Signatures
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/s/ Michael Morneau, Attorney-in-Fact
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9/12/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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