0000899243-22-029660.txt : 20220824
0000899243-22-029660.hdr.sgml : 20220824
20220824202125
ACCESSION NUMBER: 0000899243-22-029660
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: TANG KEVIN C
CENTRAL INDEX KEY: 0001178579
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36282
FILM NUMBER: 221192707
MAIL ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
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
0001178579
TANG KEVIN C
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO
CA
92121
1
0
1
0
Common Stock
2022-08-22
4
U
0
9607934
6.23
D
0
I
BY LP
Stock Option (Right to Buy)
9.20
2022-08-22
4
D
0
18000
D
Common Stock
18000
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
0.00
D
Common Stock
30000
0
D
Series C-1(2) Convertible Preferred Stock
2022-08-22
4
U
0
3519.315
D
Common Stock
6067439
0
I
BY LP
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.
The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP.
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.
This transaction represents the voluntary forfeiture of 30,000 unvested stock options for the Reporting Person on August 22, 2022.
Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-12 Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.
/s/ Kevin Tang
2022-08-24