FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Durata Therapeutics, Inc. [ DRTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/17/2014 | U | 1,902,030 | D | (1) | 0 | I | See footnote(2) | ||
Common Stock(3) | 11/17/2014 | D | 5,034 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Restricted Stock(3) | $0.00 | 11/17/2014 | D | 1,216 | (4) | 02/27/2022 | Common Stock | 1,216 | (5) | 0 | D | ||||
Stock Option (right to buy)(3) | $16.15 | 11/17/2014 | D | 8,575 | (6) | 05/20/2024 | Common Stock | 8,575 | (5) | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 5, 2014, by and among Durata Therapeutics, Inc., Actavis W.C. Holding Inc., and Delaware Merger Sub, Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Durata common stock was validly tendered for $23 per share in cash plus one non-transferable contingent value right for each share (each a "CVR"), which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes. |
2. These shares are held directly by Canaan VIII L.P. Mr. Ahrens disclaims beneficial ownership of the shares owned by Canaan VIII L.P., and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares by virtue of the limited liability company interests he owns in Canaan Partners VIII LLC, the general partner of Canaan VIII L.P. |
3. Mr. Ahrens, pursuant to an agreement with Canaan Management, is contractually obligated to assign any remuneration received for service as a director to Canaan Management. |
4. Shares of common stock which vest in 7 substantially equal monthly installments, the first installment of which vested on August 28, 2014. Such shares have no expiration date. |
5. Pursuant to the terms of the Merger Agreement and the Offer, each stock option and share of restricted stock 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 $23 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes. |
6. These options were granted on May 21, 2014 to Mr. Ahrens with respect to 8,575 shares of common stock, vesting in twelve substantially equal monthly installments over a one year period, and expire on May 20, 2024. |
Remarks: |
By: /s/ Brenton K. Ahrens | 11/19/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |