SEC Form 4 · accession 0001209191-15-039708
Tobira Therapeutics, Inc. · TBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laurent Fischer
Officer — Chief Executive Officer · Director
Period of report
May 4, 2015
Accepted (ET)
May 6, 2015 · 9:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311596
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1,F2 | $2.96 | May 4, 2015 | A | 4,332 | A | — | Apr 27, 2019 | Common Stock | 4,332 | 4,332 | D |
| Stock Options (right to buy)F1,F2 | $3.14 | May 4, 2015 | A | 4,332 | A | — | Sep 22, 2020 | Common Stock | 4,332 | 8,664 | D |
| Stock Options (right to buy)F1,F2 | $3.14 | May 4, 2015 | A | 53,616 | A | — | Nov 30, 2020 | Common Stock | 53,616 | 62,280 | D |
| Stock Options (right to buy)F1,F3 | $3.14 | May 4, 2015 | A | 16,416 | A | — | May 31, 2021 | Common Stock | 16,416 | 78,696 | D |
| Stock Options (right to buy)F1,F4 | $3.51 | May 4, 2015 | A | 6,769 | A | — | Feb 6, 2013 | Common Stock | 6,769 | 85,465 | D |
| Stock Options (right to buy)F1,F5 | $4.81 | May 4, 2015 | A | 83,324 | A | — | Apr 27, 2024 | Common Stock | 83,324 | 168,789 | D |
| Stock Options (right to buy)F1,F6 | $4.81 | May 4, 2015 | A | 503,882 | A | — | Apr 27, 2015 | Common Stock | 503,882 | 672,671 | D |
Explanation of responses
- F1Reporting Person received such stock option in exchange for a stock option to purchase 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 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.
- F2The shares are fully vested and exercisable at any time.
- F316,074 of the option share are vested and exercisable at any time. The remaining 342 shares will vest and become exercisable on June 1, 2015, subject to the terms of the Issuer's 2010 Stock Plan.
- F4These shares shall never vest or become exercisable.
- F511,572 shares are vested and exercisable at any time. The remaining shares will vest and become exercisable accordingly: 1,157 shares on the 17th of each month from May 17, 2015 through December 17, 2015; 1,735 on the 17th of each month from January 17, 2016 through December 17, 2016; 6,944 on the 17th of each month from January 17, 2017 through March 17, 2018, subject to the terms of the Issuer's 2010 Stock Plan.
- F6147,461 shares are vested and exercisable at any time. The remaining shares will vest and become exercisable accordingly: 11,076 shares on the 17th of each month from May 17, 2015 through December 17, 2015; 10,496 on the 17th of each month from January 17, 2016 through December 17, 2017; 5,289 on the 17th of each month from January 17, 2018 through March 17, 2018, subject to the terms of the Issuer's 2010 Stock Plan.