4//SEC Filing
Stahl Maria D 4
Accession 0000899243-20-020621
CIK 0001373707other
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 4:10 PM ET
Size
23.7 KB
Accession
0000899243-20-020621
Insider Transaction Report
Form 4
Stahl Maria D
SVP and General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-07-28−934.35→ 0 totalExp: 2026-01-05→ Common Stock (934.35 underlying) - Disposition from Tender
Common Stock
2020-07-28−250→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-07-28−6,156→ 0 totalExp: 2028-01-16→ Common Stock (6,156 underlying) - Disposition to Issuer
Performance-vested Restricted Stock Units
2020-07-28−675→ 0 totalExp: 2029-07-31→ Common Stock (675 underlying) - Disposition to Issuer
Restricted Stock Units
2020-07-28−1,381.65→ 0 totalExp: 2028-04-01→ Common Stock (1,381.65 underlying) - Disposition to Issuer
Restricted Stock Units
2020-07-28−2,850→ 0 totalExp: 2029-07-31→ Common Stock (2,850 underlying) - Disposition to Issuer
Performance-vested Restricted Stock Units
2020-07-28−1,800→ 0 totalExp: 2029-01-16→ Common Stock (1,800 underlying) - Disposition to Issuer
Performance-vested Restricted Stock Units
2020-07-28−335→ 0 totalExp: 2027-01-30→ Common Stock (335 underlying) - Disposition to Issuer
Performance-vested Restricted Stock Units
2020-07-28−640→ 0 totalExp: 2028-01-16→ Common Stock (640 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Documents
Issuer
TETRAPHASE PHARMACEUTICALS INC
CIK 0001373707
Entity typeother
Related Parties
1- filerCIK 0001494425
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 4:10 PM ET
- Size
- 23.7 KB