SEC Form 4 · accession 0001209191-15-039556
Auspex Pharmaceuticals, Inc. · ASPX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald T Proehl
Director
Period of report
May 5, 2015
Accepted (ET)
May 6, 2015 · 6:18 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 StockF1 | May 5, 2015 | U | 1,466 | — | D | 0 | D |
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)F2 | $6.57 | May 5, 2015 | D | 13,333 | D | — | Jan 9, 2024 | Common Stock | 13,333 | 0 | D |
| Stock Option (Right to Buy)F2 | $18.13 | May 5, 2015 | D | 6,667 | D | — | May 5, 2024 | Common Stock | 6,667 | 0 | D |
Explanation of responses
- F1Disposed 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").
- F2This option, which is fully vested, 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.