SEC Form 4 · accession 0001209191-15-039679
Tobira Therapeutics, Inc. · TBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick J Heron
Director
Period of report
May 4, 2015
Accepted (ET)
May 6, 2015 · 9:09 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 StockF1,F2 | May 4, 2015 | A | 2,668,570 | $0.00 | A | 2,668,570 | I | By Frazier Healthcare V, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F4 | $2.96 | May 4, 2015 | A | 4,332 | A | — | Jun 22, 2019 | Common Stock | 4,332 | 4,332 | D |
Explanation of responses
- F1Frazier Healthcare V, LP ("Frazier V") received 2,513,203 of such shares in exchange for shares of Tobira Therapeutics, Inc. ("Tobira") common stock in connection with the merger of Tobira into Issuer (the "Merger"). Pursuant to the terms of the Merger agreement each share of Tobira common stock will automatically be converted into the right to receive 1.43 shares of Issuer common stock. Frazier V purchased 155,367 of such shares from Issuer pursuant to a Purchase Agreement.
- F2These shares are held directly by Frazier Healthcare V. The Reporting Person is a General Partner of Frazier V and has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
- F3Reporting Person received such stock option in exchange for a stock option to purchase Tobira common stock in connection with the Merger. Pursuant to the terms of the Merger agreement each Tobira stock option assumed will be determined by multiplying the number of options by the exchange ratio of 1.43 and rounding down to the nearest whole number.
- F4These shares are fully vested and exercisable at any time.