Ardea Biosciences, Inc./De - Statement of Changes in Beneficial Ownership (4)
September 19 2008 - 7:52PM
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TANG KEVIN C
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2. Issuer Name
and
Ticker or Trading Symbol
Ardea Biosciences, Inc./DE
[
RDEA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
4401 EASTGATE MALL
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2008
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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)
___ 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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9/17/2008
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X
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5700
(1)
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A
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$0.00
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3163460
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I
(2)
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By LP
(2)
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Common Stock
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196294
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I
(3)
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As Trustee
(3)
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Common Stock
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15089
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D
(4)
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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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Common Stock Warrant (Right to Buy)
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$10.85
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9/17/2008
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X
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24000
(1)
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10/10/2003
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10/10/2008
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Common Stock
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24000
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$0.00
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0
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I
(2)
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By LP
(2)
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Explanation of Responses:
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(
1)
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Tang Capital Partners, LP exercised, in full, a Warrant to purchase 24,000 shares of Common Stock, pursuant to the Warrant's Net Issue Exercise provision. The Warrant had an Exercise Price of $10.85 per share and based on the terms of the Net Issue Exercise provision, the Fair Market Value of the Common Stock used in the Net Issue Exercise calculation was $14.23 per share. The Net Issue Exercise resulted in Tang Capital Partners, LP recieving 5,700 shares of Common Stock for no cash consideration.
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(
2)
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The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(
3)
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The securities are owned by Kevin C. Tang as custodian for his minor children, as Trustee of the Tang Family Trust and as Trustee of the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as Trustee and in which he is a participant. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(
4)
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The securities are owned by Kevin C. Tang's IRA.
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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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TANG KEVIN C
4401 EASTGATE MALL
SAN DIEGO, CA 92121
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X
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X
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TANG CAPITAL MANAGEMENT LLC
4401 EASTGATE MALL
SAN DIEGO, CA 92121
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X
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TANG CAPITAL PARTNERS LP
4401 EASTGATE MALL
SAN DIEGO, CA 92121
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X
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Signatures
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/s/ Kevin C. Tang
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9/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Kevin C. Tang, Managing Member
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9/19/2008
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**
Signature of Reporting Person
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Date
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/s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner
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9/19/2008
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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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