0001209191-23-001125.txt : 20230104 0001209191-23-001125.hdr.sgml : 20230104 20230104171449 ACCESSION NUMBER: 0001209191-23-001125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230103 FILED AS OF DATE: 20230104 DATE AS OF CHANGE: 20230104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERINS PATRICK J CENTRAL INDEX KEY: 0001235112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507882 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507879 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASKETT FOREST CENTRAL INDEX KEY: 0001277631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507883 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Enterprise Associates 14, L.P. CENTRAL INDEX KEY: 0001544328 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507884 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 14, L.P. CENTRAL INDEX KEY: 0001551531 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507880 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 14 GP, LTD CENTRAL INDEX KEY: 0001551532 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507881 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sonsini Peter W. CENTRAL INDEX KEY: 0001559807 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39112 FILM NUMBER: 23507878 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oyster Point Pharma, Inc. CENTRAL INDEX KEY: 0001720725 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 811030955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 202 CARNEGIE CENTER STREET 2: SUITE 106 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: (609) 382-9032 MAIL ADDRESS: STREET 1: 202 CARNEGIE CENTER STREET 2: SUITE 106 CITY: PRINCETON STATE: NJ ZIP: 08540 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-03 1 0001720725 Oyster Point Pharma, Inc. OYST 0001544328 New Enterprise Associates 14, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001277631 BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001235112 KERINS PATRICK J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001551532 NEA 14 GP, LTD 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001551531 NEA Partners 14, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001559807 Sonsini Peter W. 2855 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 2023-01-03 4 U 0 5925287 D 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 2) (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent. The securities are directly held by New Enterprise Associates 14, L.P., ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are Forest Baskett, Patrick J. Kerins, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2023-01-04