4//SEC Filing
Rubric Capital Management LP 4
Accession 0000902664-25-004459
CIK 0000818033other
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 6:00 PM ET
Size
12.7 KB
Accession
0000902664-25-004459
Insider Transaction Report
Form 4
Rubric Capital Management LP
10% Owner
Transactions
- Conversion
Common Stock, par value $0.01 per share ("Common Stock")
2025-10-15+946,100→ 30,046,828 total(indirect: See footnotes) - Conversion
Series A Convertible Preferred Stock ("Preferred Shares")
2025-10-15−94,610→ 0 total(indirect: See footnotes)→ Common Stock (946,100 underlying)
Holdings
- (indirect: See footnotes)
Convertible Senior Unsecured Promissory Notes ("Notes")
→ See footnote
Rosen David Efraim
10% Owner
Transactions
- Conversion
Common Stock, par value $0.01 per share ("Common Stock")
2025-10-15+946,100→ 30,046,828 total(indirect: See footnotes) - Conversion
Series A Convertible Preferred Stock ("Preferred Shares")
2025-10-15−94,610→ 0 total(indirect: See footnotes)→ Common Stock (946,100 underlying)
Holdings
- (indirect: See footnotes)
Convertible Senior Unsecured Promissory Notes ("Notes")
→ See footnote
Footnotes (6)
- [F1]The Preferred Shares automatically converted into Common Stock pursuant to their terms at a conversion price of $1.50.
- [F2]This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
- [F3]The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
- [F4]The Notes are restated here to correct the maturity date thereof as reported in the Form 4 filed by the Reporting Persons on August 12, 2025.
- [F5]The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year.
- [F6]The Notes are convertible after December 31, 2025. The Notes mature on March 1, 2031.
Documents
Issuer
HERON THERAPEUTICS, INC. /DE/
CIK 0000818033
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001687509
Filing Metadata
- Form type
- 4
- Filed
- Oct 16, 8:00 PM ET
- Accepted
- Oct 17, 6:00 PM ET
- Size
- 12.7 KB