SEC Form 4
FORM 4UNITED 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*
DP VII ASSOCIATES LP

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Tobira Therapeutics, Inc. [ TBRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/01/2016U47,613D$28.35(2)0D(1)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
DP VII ASSOCIATES LP

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLAIR JAMES C

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
1. Name and Address of Reporting Person*
DOVEY BRIAN H

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
1. Name and Address of Reporting Person*
TREU JESSE I

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
1. Name and Address of Reporting Person*
VITULLO NICOLE

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Halak Brian K

(Last)(First)(Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETONNJ08542

(City)(State)(Zip)
Explanation of Responses:
1. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
2. Pursuant to the terms of a merger agreement, pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., the shares were tendered for $28.35 per share in cash plus one non-transferable contingent value right per share, which represents the contractual right to receive one or more payments in cash of up to $49.84 per share in the aggregate, contingent upon the achievement of certain milestones.
Remarks:
/s/ Lisa A. Kraeutler, as attorney-in-fact for DP VII Associates, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak11/03/2016
** Signature of Reporting PersonDate
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).
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