| 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 Tobira Therapeutics, Inc. [ TBRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 05/07/2015 | 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(1) | 05/04/2015 | A | 243,726(2) | A | $0.00 | 243,726 | I | By Eckard Weber, M.D., Trustee of the Eckard Weber Living Trust UTA dated November 20, 2007(3) | ||
| 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 Options (right to buy) | $2.96(4) | 05/04/2015 | A | 4,332 | (5) | 06/22/2019 | Common Stock | 4,332 | $0.00 | 4,332 | D | ||||
| Explanation of Responses: |
| 1. This amendment is being filed to correct the reported number of securities held by the Reporting Person. The Reporting Person does not beneficially own the securities held by Domain Associates, L.L.C., Domain Partners VI, L.P. or DP VII Associates, L.P. reflected on the Form 4 filed on May 7, 2015. |
| 2. Reporting Person received 243,726 of such shares in exchange for shares of Tobira Therapeutics, Inc. ("Tobira") common stock in connection with the merger of Tobira into Issuer (the "Merger"). Pursuant to the terms of the Merger agreement each share of Tobira common stock will automatically be converted into the right to receive 1.43 shares of Issuer common stock. |
| 3. Shares held by the Reporting Person as Trustee of the Eckard Weber Living Trust UTA dated November 20, 2007 (the "Weber Trust"). The Reporting Person is a trustee and beneficiary of the Weber Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Weber Trust. |
| 4. Reporting Person received such stock option in exchange for a stock option to purchase Tobira common stock in connection with the Merger. Pursuant to the terms of the Merger Agreement each Tobira stock option assumed will be determined by multiplying the number of options by the exchange ratio of 1.43 and rounding down to the nearest whole number. |
| 5. The shares are fully vested and exercisable at any time. |
| Remarks: |
| /s/ Christopher Reilly, attorney-in-fact | 05/07/2015 | |
| ** 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. | ||
