SEC Form 3 · accession 0000899243-16-030319
Tobira Therapeutics, Inc. · TBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Allergan plc
10% Owner
Sapphire Acquisition Corp.
10% Owner
Allergan Holdco US, Inc.
10% Owner
Period of report
Sep 19, 2016
Accepted (ET)
Sep 29, 2016 · 4:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1,F2,F3 | holding | — | — | — | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 3 is being jointly filed on behalf of Allergan plc ("Allergan"), Allergan Holdco US, Inc. ("Allergan Holdco") and Sapphire Acquisition Corp. ("Sapphire") (collectively, the "Reporting Persons"). Allergan is the indirect parent company of Sapphire. Sapphire is a wholly-owned direct subsidiary of Allergan Holdco. Allergan Holdco is a wholly-owned indirect subsidiary of Allergan. Because of the relationship of Sapphire to Allergan Holdco and Allergan, each such Reporting Person may be deemed to beneficially own the common stock. The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
- F2The Reporting Persons are filing this Form 3 solely due to the entry into the Tender and Support Agreement (the "Support Agreement") by and between Allergan Holdco, Sapphire and certain stockholders of Tobira Therapeutics, Inc. ("Tobira"). The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, by and among Allergan Holdco, Sapphire and Tobira. For additional information regarding the Support Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 29, 2016.
- F3As a result of certain provisions contained in the Support Agreement, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreement (an aggregate of 6,838,661 shares, which represent approximately 36.3% of Tobira's total outstanding shares based on 18,821,231 shares of common stock outstanding as of September 15, 2016 (based on the representation by Tobira in the Merger Agreement)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreement.