Statement of Changes in Beneficial Ownership (4)
November 04 2016 - 3:45PM
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
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
*
First Eagle Investment Management, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
DURECT CORP
[
DRRX
]
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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)
1345 AVENUE OF THE AMERICAS, 44TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/3/2016
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(Street)
NEW YORK, NY 10105
(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
(1)
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11/3/2016
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P
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50000
(2)
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A
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$1.18
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22431546
(3)
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I
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See Footnote
(4)
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Common Stock
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11/3/2016
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P
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25000
(2)
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A
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$1.1399
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22456546
(3)
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I
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See Footnote
(5)
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Common Stock
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11/3/2016
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P
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20000
(2)
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A
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$1.14
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22476546
(3)
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I
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See Footnote
(6)
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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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Explanation of Responses:
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(
1)
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This Form 4 is filed by 21 April Fund, LP ("April LP"), 21 April Ltd. ("April Ltd."), First Eagle Investment Management, LLC ("FEIM"), First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBM") and First Eagle Holdings, Inc. ("FEHI" and, collectively with April LP, April Ltd., FEIM and FEVIBM, the "Entities"). The Entities disclaim status as a "group" for purposes of this Form 4.
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(
2)
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These shares are indirectly beneficially owned by certain separately managed accounts, including accounts for which FEIM serves as registered investment adviser (the "Separately Managed Accounts").
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(
3)
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The shares of Common Stock reported herein are indirectly beneficially owned by FEHI and FEIM, a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940. FEIM is (i) a general partner of April LP, (ii) the registered investment adviser to FEVIBM as well as to April LP and April Ltd. (collectively, the "Funds"), (iii) a subsidiary of FEHI and (iv) FEIM is investment adviser to certain of the Separately Managed Accounts. FEHI disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
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(
4)
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Represents 3,426,893, 13,367,709, 5,586,944 and 50,000 shares held directly by 21 April LP, 21 April Ltd., FEVIBM and the Separately Managed Accounts, respectively. FEHI disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
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(
5)
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Represents 3,426,893, 13,367,709, 5,586,944 and 75,000 shares held directly by 21 April LP, 21 April Ltd., FEVIBM and the Separately Managed Accounts, respectively. FEHI disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
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(
6)
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Represents 3,426,893, 13,367,709, 5,586,944 and 95,000 shares held directly by 21 April LP, 21 April Ltd., FEVIBM and the Separately Managed Accounts, respectively. FEHI disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
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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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First Eagle Investment Management, LLC
1345 AVENUE OF THE AMERICAS
44TH FLOOR
NEW YORK, NY 10105
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X
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21 APRIL FUND, L.P.
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
1345 AVENUE OF THE AMERICAS, 44TH FLOOR
NEW YORK, NY 10105
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X
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21 APRIL FUND, LTD.
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
REGATTA OFFICE PARK WEST BAY ROAD
GRAND CAYMAN, E9 KY1-1205
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X
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First Eagle Value in Biotechnology Master Fund, Ltd.
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
REGATTA OFFICE PARK WEST BAY ROAD
GRAND CAYMAN, E9 KY1-1205
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X
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First Eagle Holdings, Inc.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
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X
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Signatures
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FIRST EAGLE HOLDINGS, INC., By: /s/ Michael M. Kellen, Director
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11/4/2016
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**
Signature of Reporting Person
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Date
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FIRST EAGLE INVESTMENT MANAGEMENT, LLC, as General Partner of 21 April LP and Investment Adviser of 21 April Ltd. and FEVIBM, By: /s/ Michael M. Kellen, Director
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11/4/2016
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**
Signature of Reporting Person
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Date
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FIRST EAGLE INVESTMENT MANAGEMENT, LLC, By: /s/ Michael M. Kellen, Director
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11/4/2016
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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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