Earnings Feed
Start Free
Home/Filings/4/A/0001144204-13-040001
4/A//SEC Filing

Ocera Therapeutics, Inc. 4/A

Accession 0001144204-13-040001

CIK 0001274644operating
View on SEC.govCompany Profile

Filed

Jul 16, 8:00 PM ET

Accepted

Jul 17, 6:44 PM ET

Size

39.9 KB

Accession

0001144204-13-040001

Insider Transaction Report

Form 4/AAmended
Period: 2013-07-15
Ocera Therapeutics, Inc.OCRX
TMP Nominee, LLC
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
TMP ASSOCIATES LP
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
THOMAS MCNERNEY & PARTNERS LP
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
Thomas, McNerney & Partners, LLC
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
McNerney Pete
10% Owner
Transactions
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
Zisson Alex
Director
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
Shah Pratik
Director
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
THOMAS JAMES E
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
AGUIAR ERIC
10% Owner
Transactions
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+762,892$4,577,352→ 762,892 total(indirect: See footnotes)
  • Award

    Warrants

    2012-03-30$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-03-30Exp: 2019-03-30→ Common Stock (19,372 underlying)
  • Other

    Common Stock, par value $0.00001 per share

    2013-07-15$6.00/sh+1,675,677$10,054,062→ 1,675,677 total
  • Award

    Stock Option (Right to Buy)

    2011-04-19+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $4.00From: 2011-04-19Exp: 2021-04-19→ Common Stock (2,083 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-08-07+31,835→ 31,835 total(indirect: See footnote)
    Exercise: $4.24From: 2012-08-07Exp: 2022-08-07→ Common Stock (2,652 underlying)
  • Award

    Stock Option (Right to Buy)

    2009-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2009-02-11Exp: 2019-02-11→ Common Stock (2,992 underlying)
  • Award

    Stock Option (Right to Buy)

    2006-02-06+100,000→ 100,000 total(indirect: See footnote)
    Exercise: $0.11From: 2006-02-06Exp: 2016-02-06→ Common Stock (11,969 underlying)
  • Award

    Stock Option (Right to Buy)

    2010-02-11+25,000→ 25,000 total(indirect: See footnote)
    Exercise: $0.22From: 2010-02-11Exp: 2020-02-11→ Common Stock (2,992 underlying)
  • Award

    Warrants

    2012-10-01$44.23/sh+161,855$7,158,847→ 161,855 total(indirect: See footnote)
    Exercise: $0.08From: 2012-10-01Exp: 2019-10-01→ Common Stock (19,372 underlying)
Footnotes (7)
  • [F1]These securities are owned of record by Thomas, McNerney & Partners, L.P. ("TMP"), TMP Associates, L.P. ("TMPA"), TMP Nominee, LLC ("TMPN"), Thomas McNerney & Partners II, L.P. ("TMP II"), TMP Associates II, L.P. ("TMPA II") and TMP Nominee II, LLC ("TMPN II"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP and TMPA and has shared voting and dispositive power of the securities held by TMP and TMPA, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. (Continue on Footnote 2)
  • [F2](Continued from Footnote 1) James E. Thomas, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC and TMP II LLC. James E. Thomas and Pete McNerney are the managers of TMPN and TMPN II. Eric Aguiar and Alex Zisson are members of TMPN II. Together, TMP, TMPA, TMPN, TMP II, TMPA II, TMPN II, TMP LLC, TMP II LLC, James E. Thomas, Alex Zisson, Pratik Shah, Eric Aguiar and Pete McNerney are the "Reporting Persons." Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.
  • [F3]Tranzyme, Inc. ("Tranzyme") and Ocera Therapeutics, Inc., ("Ocera") entered into an agreement and plan of merger and reorganization, dated April 23, 2013 (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of the Tranzyme merged with and into Ocera, with Ocera surviving as a wholly owned subsidiary of Tranzyme (the "Merger"). As a result of the Merger, the shares of Tranzyme owned by TMP, TMPA, and TMPN were converted into equity of Ocera. Immediately following the Merger, TMP II, TMPA II, and TMPN II acquired shares of Tranzyme's common stock in a private placement transaction. Tranzyme's shareholders also approved a change of its name to "Ocera Therapeutics, Inc." (the "Issuer").
  • [F4]These stock options were granted to Alex Zisson pursuant to the 2011 Stock Option and Incentive Plan, qualified under Rule 16b-3(d). 20% of the stock options vested and became exercisable immediately, with the remainder vesting and becoming exercisable in equal installments on each three-month anniversary of the date of grant, such that all of the stock options vested and became exercisable on April 19, 2012. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.
  • [F5]These stock options were granted to the Alex Zisson pursuant to Tranzyme's 2011 Stock Option and Incentive Plan, qualified under Rule 16b-3(d). 20% of the stock options vested and became exercisable immediately, with the remainder vesting and becoming exercisable in equal installments on each three-month anniversary of the date of grant, such that all of the stock options will vest and became exercisable on August 7, 2013. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.
  • [F6]These stock options were granted to Pratik Shah as a director for Ocera, pursuant to its 2005 Stock Plan Stock Option Agreement. These stock options are fully vested. Pursuant to the terms of the Merger, the Reporting Person's stock options were converted into stock options exercisable into shares of the Issuer. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.
  • [F7]These common stock purchase warrants (the "Warrants") were issued to TMP, TMPA, and TMPN by Ocera, in connection with the sale of convertible promissory notes, pursuant to the terms of that certain Note Purchase Agreement dated March 30, 2012 (the "Note Purchase Agreement"). Approval of Subsequent Closing (as defined in the Note Purchase Agreement) to the Note Purchase Agreement occurred on October 1, 2012. The holders of record are as follows: (i) 316,723 are held by TMP; (ii) 1,182 are held by TMPA; and (iii) 5,804 are held by TMPN, for the aggregate nominal amount of 323,709 subject to the terms and conditions specified in the Note Purchase Agreement and the Warrant.

Documents

1 file

Issuer

Ocera Therapeutics, Inc.

CIK 0001274644

→
Entity typeoperating
IncorporatedCA

Related Parties

1
  • filerCIK 0001274644

Filing Metadata

Form type
4/A
Filed
Jul 16, 8:00 PM ET
Accepted
Jul 17, 6:44 PM ET
Size
39.9 KB
View on SEC.gov