SEC Form 4 · accession 0001209191-15-039744
Tobira Therapeutics, Inc. · TBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Eckard Weber
Director
Period of report
May 4, 2015
Accepted (ET)
May 7, 2015 · 9:31 am 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 | 243,726 | $0.00 | A | 243,726 | I | By Eckard Weber, M.D., Trustee of the Eckard Weber Living Trust UTA dated November 20, 2007 |
| Common StockF3 | May 4, 2015 | A | 36,187 | $0.00 | A | 36,187 | I | By Domain Associates, L.L.C. |
| Common StockF4,F3 | May 4, 2015 | A | 3,553,322 | $0.00 | A | 3,553,322 | I | By Domain Partners VII, L.P. |
| Common StockF3 | May 4, 2015 | A | 47,613 | $0.00 | A | 47,613 | I | By DP VII Associates, L.P. |
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)F5,F6 | $2.96 | May 4, 2015 | A | 4,332 | A | — | Jun 22, 2019 | Common Stock | 4,332 | 4,332 | D |
Explanation of responses
- F1Reporting Person received 243,726 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.
- F2Shares held by the Reporting Person as Trustee of the Eckard Weber Living Trust UTA dated November 20, 2007 (the "Weber Trust"). The Reporting Person is a trustee and beneficiary of the Weber Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Weber Trust.
- F3The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., and (ii) Domain Associates, LLC. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
- F4Reporting Person received 3,275,545 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. Reporting Person purchased 277,777 of such shares from Issuer pursuant to a Purchase Agreement.
- F5Reporting 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.
- F6The shares are fully vested and exercisable at any time.