0000904454-17-000731.txt : 20171214 0000904454-17-000731.hdr.sgml : 20171214 20171214120718 ACCESSION NUMBER: 0000904454-17-000731 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171214 DATE AS OF CHANGE: 20171214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ocera Therapeutics, Inc. CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86177 FILM NUMBER: 171255614 BUSINESS ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 615 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6504750158 MAIL ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 615 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: TRANZYME INC DATE OF NAME CHANGE: 20031230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Domain Partners VIII, L.P. CENTRAL INDEX KEY: 0001465144 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-5656 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D/A 1 s13da_121317-ocera.htm FORM SC 13D/A FOR OCERA THERAPEUTICS, INC. BY DOMAIN PARTNERS VIII, L.P.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) 1
 
Ocera Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, $.00001 par value
(Title of Class of Securities)
 
67552A108
(CUSIP Number)
Domain Associates, LLC
  
Ropes & Gray LLP
One Palmer Square
  
1211 Avenue of the Americas
Princeton, NJ  08542
  
New York, NY 10036
Attn: Lisa A. Kraeutler
  
Attn: Morri H. Weinberg, Esq
Tel: (609) 683-5656
  
Tel: (212) 596-9000
 
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)
 
December 11, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]
 
_____________________
 
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP NO. 67552A108

 
 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(VOLUNTARY)
 
 
 
 
 
Domain Partners VIII, 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
 
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

 
2
 
CUSIP NO. 67552A108

 
 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
 
 
 
 
DP VIII Associates, 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
 
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

3
 
CUSIP NO. 67552A108

 
 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
 
 
 
 
Domain Partners VI, 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
 
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

 
4
 
CUSIP NO. 6755A108

 
 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
 
 
 
 
DP VI Associates, 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
 
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

 
5
CUSIP NO. 67552A108

 
 
1.
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(VOLUNTARY)
 
 
 
 
 
Domain Associates, LLC
 
2.
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) [X]
(b) [ ]
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS
 
Not Applicable
 
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
 
OO
 
6
 
CUSIP NO. 67552A108
AMENDMENT NO. 1 TO SCHEDULE 13D (FINAL AMENDMENT)
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by the Reporting Persons with respect to the Common Stock of the Issuer on July 25, 2013  (the "Schedule 13D".) Terms defined in the Schedule 13D are used herein as so defined.
The following paragraphs of the Schedule 13D are hereby amended and restated as follows:
 
Item 5. Interest in Securities of the Issuer.

(a) The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13D.

(c) Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes.  At the effective time of the Merger, each warrant that was outstanding and unexercised immediately prior to the effective time of the Merger, with an exercise price less than $1.52, was cancelled and converted into the right of the holder of such warrant to receive, for each share of Common Stock underlying such warrant, (i) an amount in cash equal to the excess, if any, of $1.52 over the applicable exercise price for such share, and (ii) one CVR.

The Merger Agreement is Exhibit E to the Schedule 13D, and any description thereof is qualified in its entirety by reference thereto.
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on December 11, 2017.

Item 7. Material to be Filed as Exhibits.

Exhibit E – Merger Agreement (incorporated by reference to Exhibit 2.1 to the Issuer's Report on Form 8-K filed with the Commission on November 1, 2017)
7
 
CUSIP NO. 67552A108
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  December 13, 2017
 
DOMAIN PARTNERS VIII, L.P.
 
 
  
 
By:
/s/ Lisa A. Kraeutler
  
   
Attorney-in-Fact
 
  
 
DP VIII ASSOCIATES, L.P.
 
 
  
 
By:
/s/ Lisa A. Kraeutler
  
   
Attorney-in-Fact
 
  
 
DOMAIN PARTNERS VI, L.P.
 
 
  
 
By:
/s/ Lisa A. Kraeutler
  
   
Attorney-in-Fact
 
  
 
DP VI ASSOCIATES, L.P.
 
 
  
 
By:
/s/ Lisa A. Kraeutler
  
   
Attorney-in-Fact
 
  
 
DOMAIN ASSOCIATES, LLC
 
 
  
       
 
By:
/s/ Lisa A. Kraeutler
  
   
Attorney-in-Fact
  
8