SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)1
Tobira Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
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88883P101
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(CUSIP Number)
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Domain Associates, LLC
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Ropes & Gray LLP
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One Palmer Square
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1211 Avenue of the Americas
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Princeton, NJ 08542
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New York, NY 10036
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Attn: Lisa A. Kraeutler
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Attn: Morri H. Weinberg, Esq.
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Tel: (609) 683-5656
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Tel: (212) 596-9000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 1, 2016
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(Date of Event Which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Partners VI, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [X]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
DP VI Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [X]
(b) [ ]
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||
3.
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SEC USE ONLY
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4.
|
SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0
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14.
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TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Associates, LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
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||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
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13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0
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||
14.
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TYPE OF REPORTING PERSON
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OO
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1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Domain Partners VII, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
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||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0
|
||
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
DP VII Associates, L.P.
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
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||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0
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||
14.
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TYPE OF REPORTING PERSON
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PN
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(a)
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The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13D.
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(c)
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On November 1, 2016, pursuant to the terms of a merger agreement pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., all of the shares of Common Stock held by the Reporting Persons 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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(e)
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The Reporting Persons ceased to beneficially own more than 5% of the Common Stock on November 1, 2016. The Issuer has filed a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.
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DOMAIN PARTNERS VI, L.P.
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VI ASSOCIATES, L.P.
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DOMAIN PARTNERS VII, L.P.
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VII ASSOCIATES, L.P.
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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