| 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 Auspex Pharmaceuticals, Inc. [ ASPX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/05/2015 | ||||||||||||||||||||||||||
| 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 | 05/05/2015 | U | 8,297(1) | D | (2) | 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 | ||||||||
| Employee Stock Option (Right to Buy) | $0.54 | 05/05/2015 | D | 297,777 | (3) | 10/09/2023 | Common Stock | 297,777 | (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $59.66 | 05/05/2015 | D | 40,000 | (4) | 02/01/2025 | Common Stock | 40,000 | (4) | 0 | D | ||||
| Restricted Stock Units | (5) | 05/05/2015 | D | 20,000 | (6) | (6) | Common Stock | 20,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 1,147 and 1,066 shares of Common Stock that were acquired by the Reporting Person on November 20, 2014 and May 5, 2015 purusant to the Issuer's Employee Stock Purchase Plan. |
| 2. Disposed 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"). |
| 3. This option, which provided for vesting of 25% of the shares subject to option on October 7, 2014, 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 option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger. |
| 4. This 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. |
| 5. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
| 6. These 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. |
| Remarks: |
| /s/ Robert Daniel, Attorney-in-Fact | 05/05/2015 | |
| ** 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. | ||
