SEC Form 4 · accession 0001209191-16-128875
HERON THERAPEUTICS, INC. /DE/ · HRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kevin C Tang
Director · 10% Owner
TANG CAPITAL PARTNERS LP
10% Owner
TANG CAPITAL MANAGEMENT LLC
10% Owner
Period of report
Jun 16, 2016
Accepted (ET)
Jun 20, 2016 · 8:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000818033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 16, 2016 | M | 1,250,000 | $3.60 | A | 6,117,530 | I | By LP |
| Common StockF1,F2 | Jun 16, 2016 | F | 243,639 | $18.47 | D | 5,873,891 | I | By LP |
| Common StockF3 | holding | — | — | — | 14,347 | I | As Trustee | |
| Common StockF4 | holding | — | — | — | 6,941 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F2 | $3.60 | Jun 16, 2016 | M | 1,250,000 | D | Jul 1, 2011 | Jul 1, 2016 | Common Stock | 1,250,000 | 0 | I |
Explanation of responses
- F1On June 16, 2016, Tang Capital Partners, LP exercised a warrant to purchase 1,250,000 shares of the Issuer's Common Stock. The warrant was exercised by way of cashless exercise, which resulted in the withholding of 243,639 of the warrant shares to pay the exercise price and the issuance of 1,006,361 shares of the Issuer's Common Stock to Tang Capital Partners, LP. The exercise of the warrant, the withholding of the warrant shares and the resulting issuance of the shares of the Issuer's Common Stock were exempt under Section 16b-3 of the Securities Exchange Act of 1934.
- F2The securities are held by Tang Capital Partners, LP and Tang (APPA) Holdings, LLC. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Tang Capital Partners, LP is the sole manager of Tang (APPA) Holdings, LLC. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F3The securities are held by Kevin C. Tang as custodian for his minor children, as Trustee of the Kevin C. Tang Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan.
- F42,147 of these securities are held by Kevin C. Tang's IRA.