0001209191-16-148109.txt : 20161103 0001209191-16-148109.hdr.sgml : 20161103 20161103143423 ACCESSION NUMBER: 0001209191-16-148109 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161101 FILED AS OF DATE: 20161103 DATE AS OF CHANGE: 20161103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tobira Therapeutics, Inc. CENTRAL INDEX KEY: 0001311596 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030422069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 GATEWAY BLVD STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-741-6625 MAIL ADDRESS: STREET 1: 701 GATEWAY BLVD STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Tibira Therapeutics, Inc. DATE OF NAME CHANGE: 20150506 FORMER COMPANY: FORMER CONFORMED NAME: Regado Biosciences Inc DATE OF NAME CHANGE: 20041215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cooper Jeffrey H CENTRAL INDEX KEY: 0001301173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35953 FILM NUMBER: 161971174 MAIL ADDRESS: STREET 1: BIOMARIN PHARMACEUTICAL INC. STREET 2: 105 DIGITAL DRIVE CITY: NOVATO STATE: CA ZIP: 94949 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-01 1 0001311596 Tobira Therapeutics, Inc. TBRA 0001301173 Cooper Jeffrey H C/O TOBIRA THERAPEUTICS, INC. 701 GATEWAY BOULEVARD STE. 300 SOUTH SAN FRANCISCO CA 94080 1 0 0 0 Employee Stock Option (Right to Buy) 8.13 2016-11-01 4 D 0 13539 D 2024-06-08 Common Stock 13539 0 D Employee Stock Option (Right to Buy) 16.52 2016-11-01 4 D 0 15500 D 2025-07-08 Common Stock 15500 0 D Employee Stock Option (Right to Buy) 7.91 2016-11-01 4 D 0 17778 D 2026-01-12 Common Stock 17778 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, by and among the Issuer, Allergan Holdco US, Inc. ("Parent") and Sapphire Acquisition Corp. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger"), each option to purchase shares (a "Company Option") of common stock, par value $0.001 per share, of Tobira Therapeutics, Inc. (the "Shares") that was then outstanding and unexercised, whether or not vested and which had a per-Share exercise price less than $28.35 per Share in cash (the "Closing Amount") (each, an "In the Money Option"), was cancelled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the effective time of the Merger (the "Effective Time") (continued from Footnote 1) and (ii) a contingent value right with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time. At the Effective Time, each Company Option other than an In the Money Option that was then outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled and converted into the right to receive a cash payment, if any, from Parent with respect to each Share subject to such Out of the Money Option upon each date that a payment would be required to a holder of a contingent value right under the terms of the Contingent Value Rights Agreement ("CVR Agreement") on or prior to the fifth anniversary of the Effective Time (each such date, a "Valuation Point"), (continued from Footnote 1) equal to (i) the amount by which the sum of (A) the Closing Amount, (B) the amount per Share previously paid in respect of any earlier Valuation Points and (C) the amount per Share in cash to be paid at such Valuation Point under the CVR Agreement exceeds the exercise price payable per Share under such Out of the Money Option, less (ii) the amount of all payments previously received with respect to such Out of the Money Option. Notwithstanding the foregoing description, any Out of the Money Options with an exercise price payable per Share equal to or greater than $78.19 were cancelled at the Effective Time without any consideration payable therefor. The Shares subject to this option were fully vested immediately prior to the Effective Time. /s/Brian Savage, Attorney-in-Fact 2016-11-03