SEC Form 4 · accession 0001209191-16-148105
Tobira Therapeutics, Inc. · TBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J. Fromkin
Director
Period of report
Nov 1, 2016
Accepted (ET)
Nov 3, 2016 · 2:28 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 | Nov 1, 2016 | U | 11 | — | D | 0 | D | |
| Common Stock, par value $0.001F1 | Nov 1, 2016 | U | 5 | — | D | 0 | I | Held by children of Reporting Person |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2,F3,F4,F5 | $58.23 | Nov 1, 2016 | D | 5,666 | D | — | Jun 12, 2024 | Common Stock | 5,666 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3,F4,F5 | $16.52 | Nov 1, 2016 | D | 15,500 | D | — | Jul 8, 2025 | Common Stock | 15,500 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3,F4,F5 | $7.91 | Nov 1, 2016 | D | 17,778 | D | — | Jan 12, 2026 | Common Stock | 17,778 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3,F4,F5 | $8.19 | Nov 1, 2016 | D | 17,695 | D | — | Jan 1, 2025 | Common Stock | 17,695 | 0 | D |
Explanation of responses
- F1Shares tendered for an offer price of $28.35 per share in cash (the "Closing Amount"), plus one non-transferable contingent value right per share (each, a "CVR"), which represents the contractual right to receive one or more payments in cash of up to $49.84 per share in the aggregate, contingent upon the achievement of certain milestones, in each case without any interest thereon and subject to any required tax withholdings , pursuant to the tender offer consummated on November 1, 2016 according to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, by and among the Issuer, Allegan Holdco US, Inc.("Parent") and Sapphire Acquisition Corp. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger").
- F2Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, by and among the Issuer, Allergan Holdco US, Inc. ("Parent") and Sapphire Acquisition Corp. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger"), each option to purchase shares (a "Company Option") of common stock, par value $0.001 per share, of Tobira Therapeutics, Inc. (the "Shares") that was then outstanding and unexercised, whether or not vested and which had a per-Share exercise price less than $28.35 per Share in cash (the "Closing Amount") (each, an "In the Money Option"), was cancelled and converted into the right to receive (i) a cash payment 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 of the Merger (the "Effective Time")
- F3(continued from Footnote 1) and (ii) a contingent value right with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time. At the Effective Time, each Company Option other than an In the Money Option that was then outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled and converted into the right to receive a cash payment, if any, from Parent with respect to each Share subject to such Out of the Money Option upon each date that a payment would be required to a holder of a contingent value right under the terms of the Contingent Value Rights Agreement ("CVR Agreement") on or prior to the fifth anniversary of the Effective Time (each such date, a "Valuation Point"),
- F4(continued from Footnote 1) equal to (i) the amount by which the sum of (A) the Closing Amount, (B) the amount per Share previously paid in respect of any earlier Valuation Points and (C) the amount per Share in cash to be paid at such Valuation Point under the CVR Agreement exceeds the exercise price payable per Share under such Out of the Money Option, less (ii) the amount of all payments previously received with respect to such Out of the Money Option. Notwithstanding the foregoing description, any Out of the Money Options with an exercise price payable per Share equal to or greater than $78.19 were cancelled at the Effective Time without any consideration payable therefor.
- F5The Shares subject to this option were fully vested immediately prior to the Effective Time.