Hearne Michael S 4
Accession 0000899243-22-029649
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 8:17 PM ET
Size
73.6 KB
Accession
0000899243-22-029649
Insider Transaction Report
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−52,191→ 0 totalExercise: $4.53→ Common Stock (52,191 underlying) - Disposition from Tender
Common Stock
2022-08-22$6.23/sh−9,607,934$59,857,429→ 0 total(indirect: BY LP) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−139→ 0 totalExercise: $5.24→ Common Stock (139 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−147→ 0 totalExercise: $4.50→ Common Stock (147 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−1,648→ 0 totalExercise: $3.88→ Common Stock (1,648 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−100,000→ 0 totalExercise: $4.55→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−108→ 0 totalExercise: $6.71→ Common Stock (108 underlying) - Disposition to Issuer
Common Stock
2022-08-22$6.23/sh−10,186$63,459→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−134→ 0 totalExercise: $4.97→ Common Stock (134 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−78,552→ 0 totalExercise: $4.81→ Common Stock (78,552 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−169→ 0 totalExercise: $3.91→ Common Stock (169 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−141→ 0 totalExercise: $4.68→ Common Stock (141 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−136→ 0 totalExercise: $5.35→ Common Stock (136 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−196→ 0 totalExercise: $3.40→ Common Stock (196 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−118→ 0 totalExercise: $6.12→ Common Stock (118 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−127→ 0 totalExercise: $5.71→ Common Stock (127 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−173→ 0 totalExercise: $4.18→ Common Stock (173 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−172→ 0 totalExercise: $4.24→ Common Stock (172 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−169→ 0 totalExercise: $4.30→ Common Stock (169 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−164→ 0 totalExercise: $4.44→ Common Stock (164 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−201→ 0 totalExercise: $3.61→ Common Stock (201 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−386→ 0 totalExercise: $3.76→ Common Stock (386 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−148→ 0 totalExercise: $4.90→ Common Stock (148 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−170→ 0 totalExercise: $4.28→ Common Stock (170 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−728→ 0 totalExercise: $3.99→ Common Stock (728 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−181→ 0 totalExercise: $4.02→ Common Stock (181 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−186→ 0 totalExercise: $3.90→ Common Stock (186 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−373→ 0 totalExercise: $3.96→ Common Stock (373 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−558→ 0 totalExercise: $4.01→ Common Stock (558 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−157→ 0 totalExercise: $4.61→ Common Stock (157 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−173→ 0 totalExercise: $4.21→ Common Stock (173 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2022-08-22−148→ 0 totalExercise: $4.92→ Common Stock (148 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Documents
Issuer
LA JOLLA PHARMACEUTICAL CO
CIK 0000920465
Related Parties
1- filerCIK 0001759910
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 8:17 PM ET
- Size
- 73.6 KB