4//SEC Filing
GARCIA PETER S 4
Accession 0000950170-25-114650
CIK 0001082038other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 8:19 PM ET
Size
13.8 KB
Accession
0000950170-25-114650
Insider Transaction Report
Form 4
DURECT CORPDRRX
GARCIA PETER S
Director
Transactions
- Disposition from Tender
Common Stock
2025-09-11−12,500→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2025-09-11−7,000→ 0 totalExercise: $9.80Exp: 2031-12-13→ Common Stock (7,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-09-11−5,500→ 0 totalExercise: $5.46Exp: 2032-06-15→ Common Stock (5,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2025-09-11−5,500→ 0 totalExercise: $5.29Exp: 2033-06-21→ Common Stock (5,500 underlying)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of July 28, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Bausch Health Americas, Inc. ("Parent"), BHC Lyon Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), and solely for the purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc. ("BHC"), Purchaser completed a tender offer for shares of the Issuer's Common Stock.
- [F2](Continued from footnote 1) Tendering stockholders received a consideration of $1.75 per share, net to the seller of such shares in cash, without interest thereon and less any applicable withholding taxes (the "Cash Amount"), plus one non-tradeable contingent value right per share, representing the contractual right to receive the pro rata portion, in cash, of two milestone payments of up to $350,000,000 in the aggregate, minus any amount actually paid to option holders under a retention plan in respect of the applicable milestone, in each case, without interest thereon and less any applicable withholding taxes, upon achievement of the specified milestones. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of September 11, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, prior to the expiration of the tender offer, the vesting or payment of each option to purchase shares outstanding under the Issuer's 2000 Stock Plan, as amended (the "Issuer Stock Plan") (each, an "Issuer Option"), that had a per share exercise price that was less than the Cash Amount was accelerated. With respect to the shares received upon exercise of such accelerated Issuer Options prior to the Effective Time, all such shares were treated identically with all other shares in connection with the tender offer and the Merger.
- [F4](Continued from footnote 3) At the Effective Time, each Issuer Option that had a per share exercise price that was equal to or greater than the Cash Amount, and that was unexercised immediately prior to the Effective Time, was canceled in connection with the Merger. Following the cancellation of each such Issuer Option, each former holder of such Issuer Option is eligible to receive a cash retention bonus subject to the achievement of certain net sales milestones, pursuant to a retention plan approved by the compensation committee of the Issuer's Board of Directors.
Documents
Issuer
DURECT CORP
CIK 0001082038
Entity typeother
Related Parties
1- filerCIK 0001188956
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 8:19 PM ET
- Size
- 13.8 KB