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