Johnson Laura L. 4

Accession 0000899243-22-029651

CIK 0000920465other

Filed

Aug 23, 8:00 PM ET

Accepted

Aug 24, 8:18 PM ET

Size

28.0 KB

Accession

0000899243-22-029651

Form 4

Period: 2022-08-22

Director

Transactions

Disposition to Issuer
Common Stock
2022-08-22$6.23/sh−500$3,115→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−13,500→ 0 total
Exercise: $6.00→ Common Stock (13,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−30,000→ 0 total
Exercise: $4.53→ Common Stock (30,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−10,000→ 0 total
Exercise: $28.24→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−30,000→ 0 total
Exercise: $4.81→ Common Stock (30,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−13,000→ 0 total
Exercise: $10.84→ Common Stock (13,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−10,000→ 0 total
Exercise: $19.19→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−10,000→ 0 total
Exercise: $28.10→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−12,000→ 0 total
Exercise: $5.99→ Common Stock (12,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−10,000→ 0 total
Exercise: $19.69→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2022-08-22−12,000→ 0 total
Exercise: $3.93→ Common Stock (12,000 underlying)

Footnotes (2)

[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]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

1 file

LA JOLLA PHARMACEUTICAL CO

CIK 0000920465

Entity typeother