0000899243-22-029674.txt : 20220824
0000899243-22-029674.hdr.sgml : 20220824
20220824202743
ACCESSION NUMBER: 0000899243-22-029674
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: Rosen Robert
CENTRAL INDEX KEY: 0001555089
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36282
FILM NUMBER: 221192724
MAIL ADDRESS:
STREET 1: C/O HERON THERAPEUTICS, INC
STREET 2: 4242 CAMPUS POINT COURT, SUITE 200
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
0001555089
Rosen Robert
C/O LA JOLLA PHARMACEUTICAL COMPANY
201 JONES ROAD, SUITE 400
WALTHAM
MA
02451
1
0
0
0
Stock Option (Right to Buy)
8.52
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
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").
(Continued from Footnote 1) 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 Robert H. Rosen
2022-08-24