4//SEC Filing
Halak Brian K 4
Accession 0000904454-17-000720
CIK 0001274644other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 4:38 PM ET
Size
13.3 KB
Accession
0000904454-17-000720
Insider Transaction Report
Form 4
VITULLO NICOLE
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
BLAIR JAMES C
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
DP VIII Associates, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
DOVEY BRIAN H
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
TREU JESSE I
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
Halak Brian K
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2017-12-11−7,333→ 0 total
Footnotes (3)
- [F1]Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
- [F2](Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes.
- [F3]The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner 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.
Documents
Issuer
Ocera Therapeutics, Inc.
CIK 0001274644
Entity typeother
Related Parties
1- filerCIK 0001354718
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 4:38 PM ET
- Size
- 13.3 KB