La Jolla Pharmaceutical Form 4 / Michael S Hearne ownership change

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^*

Hearne Michael S

(Last)

(First)

(Middle)

C/O LA JOLLA PHARMACEUTICAL COMPANY

201 JONES ROAD, SUITE 400

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LA JOLLA PHARMACEUTICAL CO [ LJPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$4.63	08/22/2022		D			1,675	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	1,675	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$4.46	08/22/2022		D			169	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	169	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$4.09	08/22/2022		D			185	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	185	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$4.27	08/22/2022		D			177	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	177	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$4.37	08/22/2022		D			173	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	173	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$4.08	08/22/2022		D			185	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	185	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$3.2	08/22/2022		D			236	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	236	⁽¹⁾⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$3.19	08/22/2022		D			236	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	236	⁽¹⁾⁽²⁾	0	D
Series C-1 (2) Convertible Preferred Stock	⁽⁴⁾	08/22/2022		U			3,519.315	⁽⁴⁾	⁽⁴⁾	Common Stock	6,067,439	⁽⁴⁾	0	I⁽³⁾	BY LP⁽³⁾

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time").

2. (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Offer Price over the exercise price payable per Share with respect to such Issuer Stock Option.

3. The Shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as the Chief Financial Officer of TCM. Mr. Hearne has a pecuniary interest in the shares beneficially held by TCP.

4. Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-12 Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.

Remarks:

Form 2 of 2

	/s/ Michael Hearne	08/24/2022
	** 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).
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La Jolla Pharmaceutical (LJPC) Form 4LA JOLLA PHARMACEUTICAL / Michael S Hearne ownership change