Tobira Therapeutics, Inc. 4
4 · Tobira Therapeutics, Inc. · Filed Nov 4, 2016
Insider Transaction Report
Form 4
DOMAIN ASSOCIATES
10% Owner
Transactions
- Disposition from Tender
Common Stock
2016-11-01$28.35/sh−38,094$1,079,965→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-01+1,071→ 0 total(indirect: Held by Jesse I. Treu)Exercise: $42.93→ Common Stock (1,071 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-01+1,996→ 0 total(indirect: Held by Jesse I. Treu)Exercise: $36.00→ Common Stock (1,996 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-01+17,695→ 0 total(indirect: Held by Jesse I. Treu)Exercise: $8.19→ Common Stock (17,695 underlying)
Footnotes (4)
- [F1]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.
- [F2]The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly benefically owned by each of the Reporting Owners listed below, each of whom is a managing member 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.
- [F3]Pursuant to the terms of the merger described above, each outstanding option to purchase Common Stock which had an exercise price less than $28.35 per share was cancelled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (x) $28.35 over (y) the exercise price per share, multiplied by (B) the total number of shares subject to such option immediately prior to the effective time of the merger and (ii) a contingent value right with respect to the total number of shares subject to such option immediately prior to the effective time of the merger.
- [F4]Each other outstanding option to purchase Common Stock was cancelled and converted into the right to receive a cash payment, if any, from Allergan Holdco US, Inc. with respect to each share subject to such option upon each date that a payment would be required to a holder of a contingent value right under the terms of the contingent value rights agreement that was entered into in connection with the merger agreement on or prior to the fifth anniversary of the effective time of the merger.