Statement of Changes in Beneficial Ownership (4)
July 19 2021 - 6:58PM
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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hearne Michael S |
2. Issuer Name and Ticker or Trading Symbol
LA JOLLA PHARMACEUTICAL CO
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LJPC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O LA JOLLA PHARMACEUTICAL COMPANY, 201 JONES ROAD, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2021 |
(Street)
WALTHAM, MA 02451
(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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Common Stock | 7/15/2021 | | A(1) | | 193 | A | $3.196 | 4445 | D | |
Common Stock | | | | | | | | 10049224 | I (2) | By LP (2) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | $3.76 | 7/15/2021 | | A | | 193 | | (3) | 7/15/2031 | Common Stock | 193 | $0.00 | 193 | D | |
Explanation of Responses: |
(1) | These shares were acquired on 7/15/2021 through the La Jolla Pharmaceutical Company 2018 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
(2) | The securities are beneficially owned by Tang Capital Partners, LP ("TCP"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as the Chief Financial Officer of TCM. Mr. Hearne has a pecuniary interest in the shares beneficially held by TCP. |
(3) | The stock options vest and become exercisable with respect to 25% of the underlying shares on the one-year anniversary of the grant date and then vest and become exercisable ratably on a monthly basis over the next three years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hearne Michael S C/O LA JOLLA PHARMACEUTICAL COMPANY 201 JONES ROAD, SUITE 400 WALTHAM, MA 02451 |
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| Chief Financial Officer |
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Signatures
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/s/ Michael Hearne | | 7/19/2021 |
**Signature of Reporting Person | Date |
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