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 Ocera Therapeutics, Inc. [ OCRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2017 | ||||||||||||||||||||||||||
| 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 | 12/11/2017 | D | 12,500 | D | $1.52(1)(2)(3) | 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) | $7.85 | 12/11/2017 | D | 20,000 | (4)(5)(6) | 12/19/2023 | Common Stock | 20,000 | (4)(5)(6) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.84 | 12/11/2017 | D | 10,000 | (4)(5)(7) | 06/11/2024 | Common Stock | 10,000 | (4)(5)(7) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.76 | 12/11/2017 | D | 10,000 | (4)(5)(8) | 06/17/2025 | Common Stock | 10,000 | (4)(5)(8) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.26 | 12/11/2017 | D | 12,500 | (4)(5)(9) | 06/13/2026 | Common Stock | 12,500 | (4)(5)(9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between Ocera Therapeutics, Inc., a Delaware corporation (the "Issuer"), MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). |
| 2. (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares of common stock, $0.00001 par value per share (the "Shares"), of the Issuer outstanding immediately prior to the effective time of the Merger (the "Effective Time") , were canceled and converted automatically and without any required action on the part of the Reporting Person into the right to receive (i) $1.52 per Share in cash, without interest, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt (the "CVR Agreement"), entered into on December 7, 2017 to receive one or more payments in cash currently estimated to be up to $2.58 per Share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes. |
| 3. At the Effective Time of the Merger, each restricted stock unit outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested and canceled in exchange for a right to receive, for each share of common stock underlying the restricted stock unit, (i) an amount in cash, equal to $1.52, without interest plus (ii) one CVR, less any required withholding taxes. |
| 4. Pursuant to the terms of the Merger Agreement, each option to purchase a share of the Issuer's common stock outstanding and unexercised immediately prior to the Effective Time, whether or not vested and which had a per-share exercise price of less than the $1.52 (each, an "In the Money Option") was canceled and converted into the right of the holder of such In the Money Company Stock Option to receive, for each Share underlying such In the Money Company Stock Option, (i) an amount in cash, without interest and subject to deduction for any required withholding taxes, equal to the excess, if any, of $1.52 over the applicable exercise price for such Share, plus (ii) one CVR. |
| 5. (Continued from Footnote 4) All other options (each, an "Out of the Money Option") that were outstanding and unexercised and whether or not vested, were canceled and converted into the right to receive one or more cash payments, if any, at each Milestone Payment Date (as defined in the CVR Agreement) equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds the exercise price payable per Share subject to such Out of the Money Option, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option. Any Out of the Money Option with an exercise price per Share equal to or greater than $4.10 was cancelled without any consideration payable therefore. |
| 6. This Out of the Money Option, which provided for vesting with respect to 25% of such options on December 19, 2014, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger for no consideration. |
| 7. This Out of the Money Option, which became fully vested on July 11, 2015, was cancelled in connection with the Merger for no consideration. |
| 8. This Out of the Money Option, became fully vested on June 18, 2016, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $3.76, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option. |
| 9. This Out of the Money Option, which became fully vested on June 14, 2017, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.26, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option. |
| Remarks: |
| /s/ Michael Byrnes, Attorney-In-Fact | 12/11/2017 | |
| ** 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. | ||