0000899243-22-029651.txt : 20220824 0000899243-22-029651.hdr.sgml : 20220824 20220824201806 ACCESSION NUMBER: 0000899243-22-029651 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220822 FILED AS OF DATE: 20220824 DATE AS OF CHANGE: 20220824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Laura L. CENTRAL INDEX KEY: 0001589362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36282 FILM NUMBER: 221192698 MAIL ADDRESS: STREET 1: C/O LA JOLLA PHARMACEUTICAL COMPANY STREET 2: LA JOLLA VILLAGE DRIVE, SUITE 1070 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER NAME: FORMER CONFORMED NAME: Douglass Laura L. DATE OF NAME CHANGE: 20131016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 JONES ROAD, SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-715-3600 MAIL ADDRESS: STREET 1: 201 JONES ROAD, SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-22 1 0000920465 LA JOLLA PHARMACEUTICAL CO LJPC 0001589362 Johnson Laura L. C/O LA JOLLA PHARMACEUTICAL COMPANY 201 JONES ROAD, SUITE 400 WALTHAM MA 02451 1 0 0 0 Common Stock 2022-08-22 4 D 0 500 6.23 D 0 D Stock Option (Right to Buy) 6.00 2022-08-22 4 D 0 13500 D Common Stock 13500 0 D Stock Option (Right to Buy) 10.84 2022-08-22 4 D 0 13000 D Common Stock 13000 0 D Stock Option (Right to Buy) 19.69 2022-08-22 4 D 0 10000 D Common Stock 10000 0 D Stock Option (Right to Buy) 28.24 2022-08-22 4 D 0 10000 D Common Stock 10000 0 D Stock Option (Right to Buy) 19.19 2022-08-22 4 D 0 10000 D Common Stock 10000 0 D Stock Option (Right to Buy) 28.10 2022-08-22 4 D 0 10000 D Common Stock 10000 0 D Stock Option (Right to Buy) 5.99 2022-08-22 4 D 0 12000 D Common Stock 12000 0 D Stock Option (Right to Buy) 3.93 2022-08-22 4 D 0 12000 D Common Stock 12000 0 D Stock Option (Right to Buy) 4.53 2022-08-22 4 D 0 30000 D Common Stock 30000 0 D Stock Option (Right to Buy) 4.81 2022-08-22 4 D 0 30000 D Common Stock 30000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Offer Price over the exercise price payable per Share with respect to such Issuer Stock Option. /s/ Michael Hearne, by power of attorney for Laura L. Johnson 2022-08-24