Statement of Changes in Beneficial Ownership (4)
November 04 2016 - 8:32AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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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
*
DOMAIN ASSOCIATES
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2. Issuer Name
and
Ticker or Trading Symbol
Tobira Therapeutics, Inc.
[
TBRA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE PALMER SQUARE,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2016
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(Street)
PRINCETON, NJ 08542
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Common Stock
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11/1/2016
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U
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38094
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D
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$28.35
(1)
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0
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D
(2)
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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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$36.00
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11/1/2016
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D
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1996
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(3)
(4)
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(3)
(4)
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Common Stock
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1996
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(3)
(4)
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0
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I
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Held by Jesse I. Treu
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Stock Option (Right to Buy)
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$42.93
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11/1/2016
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D
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1071
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(3)
(4)
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(3)
(4)
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Common Stock
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1071
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(3)
(4)
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0
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I
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Held by Jesse I. Treu
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Stock Option (Right to Buy)
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$8.19
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11/1/2016
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D
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17695
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(3)
(4)
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(3)
(4)
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Common Stock
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17695
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(3)
(4)
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0
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I
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Held by Jesse I. Treu
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Explanation of Responses:
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(
1)
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Pursuant to the terms of a merger agreement, pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., the shares were tendered for $28.35 per share in cash plus one non-transferable contingent value right per share, which represents the contractual right to receive one or more payments in cash of up to $49.84 per share in the aggregate, contingent upon the achievement of certain milestones.
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(
2)
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The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly benefically owned by each of the Reporting Owners listed below, each of whom is a managing member of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
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(
3)
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Pursuant to the terms of the merger described above, each outstanding option to purchase Common Stock which had an exercise price less than $28.35 per share was cancelled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (x) $28.35 over (y) the exercise price per share, multiplied by (B) the total number of shares subject to such option immediately prior to the effective time of the merger and (ii) a contingent value right with respect to the total number of shares subject to such option immediately prior to the effective time of the merger.
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(
4)
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Each other outstanding option to purchase Common Stock was cancelled and converted into the right to receive a cash payment, if any, from Allergan Holdco US, Inc. with respect to each share subject to such option upon each date that a payment would be required to a holder of a contingent value right under the terms of the contingent value rights agreement that was entered into in connection with the merger agreement on or prior to the fifth anniversary of the effective time of the merger.
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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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DOMAIN ASSOCIATES
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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Kamdar Kim P.
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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Signatures
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/s/ Lisa A. Kraeutler, as attorney-in-fact for Domain Associates, LLC, J. Blair, B. Dovey, J. Treu, N. Vitullo, B. Halak and K. Kamdar
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11/3/2016
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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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