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 LA JOLLA PHARMACEUTICAL CO [ LJPC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 08/22/2022 | U(1) | 9,607,934 | D | $6.23(1) | 0 | I(2) | BY LP(2) | ||
| 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) | $9.2 | 08/22/2022 | D | 18,000 | (3) | (3) | Common Stock | 18,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $19.69 | 08/22/2022 | D | 10,000 | (3) | (3) | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $28.24 | 08/22/2022 | D | 10,000 | (3) | (3) | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $19.19 | 08/22/2022 | D | 10,000 | (3) | (3) | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $28.1 | 08/22/2022 | D | 10,000 | (3) | (3) | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $5.99 | 08/22/2022 | D | 12,000 | (3) | (3) | Common Stock | 12,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.93 | 08/22/2022 | D | 12,000 | (3) | (3) | Common Stock | 12,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.53 | 08/22/2022 | D | 30,000 | (3) | (3) | Common Stock | 30,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.81 | 08/22/2022 | D | 30,000(4) | (4) | (4) | Common Stock | 30,000 | $0.00 | 0 | D | ||||
| Series C-1(2) Convertible Preferred Stock | (5) | 08/22/2022 | U | 3,519.315 | (5) | (5) | Common Stock | 6,067,439 | (5) | 0 | I(2) | BY LP(2) | |||
| 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"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| 2. The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. |
| 3. 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. |
| 4. This transaction represents the voluntary forfeiture of 30,000 unvested stock options for the Reporting Person on August 22, 2022. |
| 5. 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: |
| /s/ Kevin Tang | 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). | ||
| ** 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. | ||