SEC Form 4 · accession 0001209191-15-039545

Auspex Pharmaceuticals, Inc. · ASPX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David A Stamler

Officer — Chief Medical Officer

Period of report

May 5, 2015

Accepted (ET)

May 6, 2015 · 6:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001454189

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	May 5, 2015	U	1,627	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3	$0.90	May 5, 2015	D	25,274	D	—	Mar 10, 2021	Common Stock	25,274	D
Employee Stock Option (Right to Buy)^F4	$0.90	May 5, 2015	D	20,623	D	—	Jan 30, 2022	Common Stock	20,623	D
Employee Stock Option (Right to Buy)^F5	$0.86	May 5, 2015	D	66,666	D	—	Jan 28, 2023	Common Stock	66,666	D
Employee Stock Option (Right to Buy)^F5	$0.54	May 5, 2015	D	26,219	D	—	Sep 30, 2023	Common Stock	26,219	D
Employee Stock Option (Right to Buy)^F6	$59.66	May 5, 2015	D	60,000	D	—	Feb 1, 2025	Common Stock	60,000	D
Restricted Stock Units^F8,F7	—	May 5, 2015	D	30,000	D	—	—	Common Stock	30,000	D

Explanation of responses

F1Includes 644 shares of Common Stock that were acquired by the Reporting Person on May 5, 2015 pursuant to the Issuer's Employee Stock Purchase Plan.
F2Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated March 29, 2015, among the Issuer, Teva Pharmaceuticals Industries Ltd. ("Parent"), and Aurum Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for a cash consideration of $101.00 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
F3This option, which provided for vesting in 48 equal monthly installments commencing January 15, 2012, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F4This option, which provided for vesting in 48 equal monthly installments commencing January 15, 2013, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F5This option, which provided for vesting of 25% of the shares subject to option on the first anniversary of the vesting commencement date, and the remainder vesting in 36 equal monthly installments thereafter over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F6This option, which provided for vesting of 1/48th of the stock option immediately upon grant and 1/48th vesting at the end of each month from February 28, 2015 through December 31, 2018, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
F7Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F8These restricted stock units (the "RSUs"), which provided for vesting of 1/4 of shares subject to the RSUs on each March 15, 2016, 2017, 2018 and 2019, were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $101.00 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested and exercisable effective immediately prior to the effective time of the Merger.