0000899243-22-029657.txt : 20220824 0000899243-22-029657.hdr.sgml : 20220824 20220824202036 ACCESSION NUMBER: 0000899243-22-029657 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: Edwards Larry G. CENTRAL INDEX KEY: 0001733062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36282 FILM NUMBER: 221192704 MAIL ADDRESS: STREET 1: C/O TETRAPHASE PHARMACEUTICALS, INC. STREET 2: 480 ARSENAL STREET, SUITE 110 CITY: WATERTOWN STATE: MA ZIP: 02472 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 0001733062 Edwards Larry G. C/O LA JOLLA PHARMACEUTICAL COMPANY 201 JONES ROAD, SUITE 400 WALTHAM MA 02451 1 1 0 0 Chief Executive Officer Common Stock 2022-08-22 4 D 0 11969 6.23 D 0 D Employee Stock Option (Right to Buy) 3.89 2022-08-22 4 D 0 400000 D Common Stock 400000 0 D Employee Stock Option (Right to Buy) 4.53 2022-08-22 4 D 0 278350 D Common Stock 278350 0 D Employee Stock Option (Right to Buy) 4.18 2022-08-22 4 D 0 322 D Common Stock 322 0 D Employee Stock Option (Right to Buy) 4.44 2022-08-22 4 D 0 304 D Common Stock 304 0 D Employee Stock Option (Right to Buy) 3.76 2022-08-22 4 D 0 358 D Common Stock 358 0 D Employee Stock Option (Right to Buy) 4.30 2022-08-22 4 D 0 314 D Common Stock 314 0 D Employee Stock Option (Right to Buy) 4.90 2022-08-22 4 D 0 275 D Common Stock 275 0 D Employee Stock Option (Right to Buy) 4.28 2022-08-22 4 D 0 315 D Common Stock 315 0 D Employee Stock Option (Right to Buy) 3.76 2022-08-22 4 D 0 358 D Common Stock 358 0 D Employee Stock Option (Right to Buy) 3.61 2022-08-22 4 D 0 374 D Common Stock 374 0 D Employee Stock Option (Right to Buy) 3.98 2022-08-22 4 D 0 338 D Common Stock 338 0 D Employee Stock Option (Right to Buy) 4.21 2022-08-22 4 D 0 320 D Common Stock 320 0 D Employee Stock Option (Right to Buy) 3.99 2022-08-22 4 D 0 676 D Common Stock 676 0 D Employee Stock Option (Right to Buy) 3.96 2022-08-22 4 D 0 341 D Common Stock 341 0 D Employee Stock Option (Right to Buy) 4.02 2022-08-22 4 D 0 335 D Common Stock 335 0 D Employee Stock Option (Right to Buy) 4.01 2022-08-22 4 D 0 336 D Common Stock 336 0 D Employee Stock Option (Right to Buy) 3.90 2022-08-22 4 D 0 346 D Common Stock 346 0 D Employee Stock Option (Right to Buy) 4.21 2022-08-22 4 D 0 320 D Common Stock 320 0 D Employee Stock Option (Right to Buy) 4.61 2022-08-22 4 D 0 233 D Common Stock 233 0 D Employee Stock Option (Right to Buy) 4.81 2022-08-22 4 D 0 418944 D Common Stock 418944 0 D Employee Stock Option (Right to Buy) 4.92 2022-08-22 4 D 0 273 D Common Stock 273 0 D Employee Stock Option (Right to Buy) 4.63 2022-08-22 4 D 0 4170 D Common Stock 4170 0 D Employee Stock Option (Right to Buy) 4.46 2022-08-22 4 D 0 320 D Common Stock 320 0 D Employee Stock Option (Right to Buy) 4.09 2022-08-22 4 D 0 350 D Common Stock 350 0 D Employee Stock Option (Right to Buy) 3.96 2022-08-22 4 D 0 361 D Common Stock 361 0 D Employee Stock Option (Right to Buy) 4.27 2022-08-22 4 D 0 334 D Common Stock 334 0 D Employee Stock Option (Right to Buy) 4.37 2022-08-22 4 D 0 296 D Common Stock 296 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/ Larry Edwards 2022-08-24