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 Tricida, Inc. [ TCDA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/18/2022 | ||||||||||||||||||||||||||
| 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 | 07/18/2022 | P | 100,000(1) | A | $9.02(2) | 7,414,852 | I | By Funds(3) | ||
| Common Stock | 07/19/2022 | P | 25,000(4) | A | $9.47(5) | 7,439,852 | I | By Funds(3) | ||
| Common Stock | 07/20/2022 | P | 25,000(4) | A | $9.54(6) | 7,464,852 | I | By Funds(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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of (i) 26,290 shares purchased by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 2,630 shares purchased by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (iii) 71,080 shares purchased by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| 2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.91 to $9.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
| 3. VHCP Management II, LLC ("VHCPM II") is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"). VHCP Management III, LLC ("VHCPM III") is the general partner of VHCP III and the manager of VHCP Co-3. VHCP Management EG, LLC ("VHCPM EG") is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCPM II, VHCPM III and VHCPM EG. Each of VHCPM II, VHCPM III, VHCPM EG, Shah and Koh expressly disclaims beneficial ownership over all shares held by VHCP II, VHCP Co-2, VHCP III, VHCP Co-3 and VHCP EG except to the extent of its or his indirect pecuniary interest therein. |
| 4. Consists of (i) 6,573 shares purchased by VHCP III, (ii) 657 shares purchased by VHCP Co-3 and (iii) 17,770 shares purchased by VHCP EG. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.12 to $9.71, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.18 to $10.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
| Remarks: |
| /s/ David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Authorized Signatory | 07/20/2022 | |
| David L. Stepp, Attorney-in-fact | 07/20/2022 | |
| David L. Stepp, Attorney-in-fact | 07/20/2022 | |
| ** 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. | ||