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