| 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 |
| |||||||||||||||
| 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 TETRAPHASE PHARMACEUTICALS INC [ TTPH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/28/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 07/28/2020 | U | 250 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Restricted Stock Units | (2) | 07/28/2020 | D | 934.35 | (3) | 01/05/2026 | Common Stock | 934.35 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 07/28/2020 | D | 1,381.65 | (3) | 04/01/2028 | Common Stock | 1,381.65 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 07/28/2020 | D | 6,156 | (3) | 01/16/2028 | Common Stock | 6,156 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (2) | 07/28/2020 | D | 2,850 | (3) | 07/31/2029 | Common Stock | 2,850 | $0.00 | 0 | D | ||||
| Performance-vested Restricted Stock Units | (2) | 07/28/2020 | D | 335 | (3) | 01/30/2027 | Common Stock | 335 | $0.00 | 0 | D | ||||
| Performance-vested Restricted Stock Units | (2) | 07/28/2020 | D | 640 | (3) | 01/16/2028 | Common Stock | 640 | $0.00 | 0 | D | ||||
| Performance-vested Restricted Stock Units | (2) | 07/28/2020 | D | 1,800 | (3) | 01/16/2029 | Common Stock | 1,800 | $0.00 | 0 | D | ||||
| Performance-vested Restricted Stock Units | (2) | 07/28/2020 | D | 675 | (3) | 07/31/2029 | Common Stock | 675 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 24, 2020, by and among Tetraphase Pharmaceuticals, Inc. ("Tetraphase"), TTP Merger Sub, Inc. and La Jolla Pharmaceutical Company (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive (i) $2.00 per Share (the "Cash Consideration"), to the holder in cash, without interest and less any applicable withholding taxes, plus (ii) one non-transferable contractual contingent value right per Share (a "CVR") representing the right to receive certain consideration based on the achievement of net sales milestones. |
| 2. Each restricted stock unit ("Tetraphase RSU") represents a right to vest in and receive shares of Tetraphase common stock and each performed-vested restricted stock unit ("Tetraphase PRSU") represents a right to vest in and receive shares of Tetraphase common stock only if specific regulatory and commercial milestones are achieved. |
| 3. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each outstanding Tetraphase RSU and each outstanding Tetraphase PRSU will vest in full and automatically be canceled and converted into the right to receive, subject to applicable withholding, the product of (a) the total number of Shares then underlying such Tetraphase RSU or Tetraphase PRSU, as applicable, multiplied by (b) the Offer Price, without any interest. |
| Remarks: |
| Chief Business Officer and General Counsel |
| /s/ Maria Stahl | 07/29/2020 | |
| ** 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. | ||
