SEC Form 4 · accession 0000899243-17-028424

Ocera Therapeutics, Inc. · OCRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between Ocera Therapeutics, Inc., a Delaware corporation (the "Issuer"), MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
• F10This Out of the Money Option, which provided for vesting with respect to 25% of such options on June 11, 2016, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger for no consideration.
• F11This In the Money Option, which became fully vested on August 7, 2013, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
• F12This In the Money Option, which became fully vested on July 15, 2013, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
• F13This In the Money Option, which became fully vested on July 16, 2011, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
• F2(Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares of common stock, $0.00001 par value per share (the "Shares"), of the Issuer outstanding immediately prior to the effective time of the Merger (the "Effective Time") , were canceled and converted automatically and without any required action on the part of the Reporting Person into the right to receive (i) $1.52 per Share in cash, without interest, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt (the "CVR Agreement"), entered into on December 7, 2017 to receive one or more payments in cash currently estimated to be up to $2.58 per Share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes.
• F3At the Effective Time of the Merger, each restricted stock unit outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested and canceled in exchange for a right to receive, for each share of common stock underlying the restricted stock unit, (i) an amount in cash, equal to $1.52, without interest plus (ii) one CVR, less any required withholding taxes.
• F4Pursuant to the terms of the Merger Agreement, each option to purchase a share of the Issuer's common stock outstanding and unexercised immediately prior to the Effective Time, whether or not vested and which had a per-share exercise price of less than the $1.52 (each, an "In the Money Option") was canceled and converted into the right of the holder of such In the Money Company Stock Option to receive, for each Share underlying such In the Money Company Stock Option, (i) an amount in cash, without interest and subject to deduction for any required withholding taxes, equal to the excess, if any, of $1.52 over the applicable exercise price for such Share, plus (ii) one CVR.
• F5(Continued from Footnote 4) All other options (each, an "Out of the Money Option") that were outstanding and unexercised and whether or not vested, were canceled and converted into the right to receive one or more cash payments, if any, at each Milestone Payment Date (as defined in the CVR Agreement) equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds the exercise price payable per Share subject to such Out of the Money Option, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option. Any Out of the Money Option with an exercise price per Share equal to or greater than $4.10 was cancelled without any consideration payable therefore.
• F6This Out of the Money Option, which provided for vesting in 48 equal monthly installments beginning on January 15, 2017, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.15, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
• F7This Out of the Money Option, which provided for vesting in 48 equal monthly installments beginning on February 6, 2016, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.98, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
• F8This Out of the Money Option, which provided for vesting with respect to 25% of such options on June 18, 2017, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.98, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
• F9This Out of the Money Option, which provided for vesting with respect to 25% of such options on August 13, 2015, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger for no consideration