SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Anacor Pharmaceuticals, Inc. [ ANAC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/24/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/24/2016 | D | 794(1)(2) | D | $99.25 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $6.92 | 06/24/2016 | D | 30,000 | (1) | (1) | Common Stock | 30,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $6.74 | 06/24/2016 | D | 24,000 | (1) | (1) | Common Stock | 24,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $5.2 | 06/24/2016 | D | 15,000 | (1) | (1) | Common Stock | 15,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $5.11 | 06/24/2016 | D | 15,000 | (1) | (1) | Common Stock | 15,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $14.22 | 06/24/2016 | D | 15,000 | (1) | (1) | Common Stock | 15,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $69.4 | 06/24/2016 | D | 4,096 | (1) | (1) | Common Stock | 4,096 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. As of the effective time of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 14, 2016 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc., a Delaware corporation ("Parent"), and Quattro Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to the terms of the Merger Agreement, (i) each share of the Issuer's Common Stock held by the reporting person was disposed of in exchange for the merger consideration of $99.25 per share, (ii) each award of restricted stock units and stock options became fully vested and (iii) each award of restricted stock units and stock options was cancelled in exchange for the right to receive a cash payment per share in an amount equal to $99.25 less, in the case of stock options, the applicable exercise price. |
| 2. Excludes 258,662 shares held by Rho Ventures IV Holdings LLC ("RV IV Holdings"), 68,620 shares held by Rho Ventures IV, L.P. ("RV IV"), 362,663 shares held by Rho Ventures IV (QP), L.P. ("RV QP") and 377,947 shares held by Rho Ventures IV GmbH & Co. Beteiligungs KG ("RV KG"), which were disposed of by these entities in Pfizer's acquisition of Anacor in the tender offer and merger as of June 23 and 24, 2016. Rho Management Ventures IV, L.L.C. ("RMV") is the general partner of RV IV and RV QP and the managing member of RV IV Holdings; and Rho Capital Partners Verwaltungs GmbH ("RCP GmbH") is the general partner of RV KG. RMV and RCP GmbH own no shares directly. Mr. Leschly is a managing member of RMV and a managing director of RCP GmbH. Mr. Leschly expressly disclaims beneficial ownership over the shares held and disposed of by RV IV Holdings, RV IV, RV QP and RV KG except to the extent of his indirect pecuniary interests therein. |
| /s/ Lucy O. Day, Attorney-in-fact | 06/24/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||