UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~November~~December 18, 2017

OCERA THERAPEUTICS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

DELAWARE	001-35119	63-1192270
Delaware	001-35119	63-1192270
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

555 Twin Dolphin Drive, Suite 615 Redwood City, CA 94065 (Zip Code) (Address of principal executive offices)


555 Twin Dolphin Drive, Suite 615 Redwood City, CA		94065
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code~~ (650) 475-0150

~~Not~~(Registrant’s ~~applicable~~Telephone Number, Including Area Code)

~~(Former~~Not ~~name~~Applicable ~~or former address, if changed since last report)~~

~~Check~~(Former Name ~~the~~or ~~appropriate~~Former ~~box~~Address, ~~below~~ if ~~the~~Changed ~~Form 8-K~~Since ~~filing~~Last isReport) ~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2~~). Emerging~~ ~~growth~~of ~~company ☐~~this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 1Note.~~01.~~ ~~Entry into a Material Definitive Agreement.~~

As previously disclosed in the Current Report on Form 8-K filed by Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 2, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2017, with 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”). Pursuant to the Merger Agreement, on November 9, 2017, Purchaser commenced a tender offer to purchase all of the outstanding shares of the common stock, $0.00001 par value per share, of the Company (the “Shares”), at an offer price of (i) $1.52 per Share net to the seller in cash (approximately $42 million in the aggregate) (the “Closing Amount”), plus (ii) one non-transferable contingent value right per Share (each, a “CVR”), which represents the right under a Contingent Value Rights Agreement entered into on December 7, 2017 among Parent, Continental Stock Transfer & Trust Company, as rights agent, and for limited purposes, Mallinckrodt, to receive one or more payments in cash, currently estimated to be up to $2.58 per Share (approximately $75 million in the aggregate), contingent upon the achievement of certain milestones (one CVR together with the Closing Amount, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”), in each case without any interest thereon and subject to any required tax withholdings, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 9, 2017 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO filed with the SEC by Parent, Purchaser and Mallinckrodt on November 9, 2017.

~~On November 1,~~Item ~~2017, Ocera Therapeutics, Inc~~1.,02 aTermination ~~Delaware corporation (the “Company”), entered into an Agreement and Plan~~ of ~~Merger (the “Merger Agreement”) with MAK LLC,~~ a ~~Delaware~~Material ~~limited~~Definitive ~~liability company (“Parent”), MEH Acquisition Co~~Agreement., 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”).

~~Pursuant~~On toDecember 11, ~~the~~2017, ~~terms and subject to~~ the ~~conditions~~Company terminated ofits ~~the~~Loan ~~Merger~~and Security Agreement, ~~Purchaser will~~dated ~~commence a tender offer (the “Offer”) no later than November~~July 1630, ~~2017 to acquire all of the outstanding shares of common stock~~2015, ~~$0.00001~~by ~~par~~and ~~value~~among ~~per share, of~~ the Company, ~~(the~~Ocera ~~“Shares”)~~Subsidiary, ~~at an offer price of (i) $1~~Inc.~~52 per Share in cash (approximately $42 million in the aggregate) (the “Closing Amount”)~~, ~~plus (ii) one non-transferable contingent value right per Share (each,~~ a ~~“CVR”),~~Delaware ~~which represents~~corporation ~~the~~and ~~contractual~~wholly-owned ~~right~~subsidiary ~~under~~of ~~a Contingent Value Rights Agreement (~~the ~~“CVR Agreement”) to be entered into among Parent, Continental Transfer & Trust~~ Company, asSilicon ~~rights~~Valley ~~agent (the “Rights Agent”)~~Bank, and ~~for limited~~Oxford ~~purposes,~~Finance ~~Mallinckrodt~~LLC, ~~at or prior to the time that Purchaser accepts for payment all Shares tendered (~~and ~~not~~other ~~validly withdrawn) pursuant to the Offer (the “Offer Acceptance Time”) to receive one or more payments in cash~~Lenders ~~potentially totaling up to $2.58 per Share~~ (~~approximately~~as ~~$75 million~~defined ~~in the aggregate~~therein), ~~(the~~as ~~“Contingent Consideration”)~~amended, ~~contingent~~following ~~upon~~ the ~~achievement~~repayment of ~~certain~~all ~~milestones~~amounts ~~(one~~outstanding CVR together with the Closing Amount, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”), in each case without any interest thereon and subject to any required tax withholdingsthereunder. ~~As a result, the maximum amount payable pursuant to the Merger Agreement is $4.10 per Share.~~

~~The~~Item ~~obligation~~2.01 Completion of ~~Purchaser~~Acquisition ~~to purchase Shares tendered in the Offer is subject to the satisfaction~~ or ~~waiver~~Disposition of a number of conditions set forth in the Merger Agreement, including (i) that there shall have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares, if any, beneficially owned by Parent and affiliated entities, represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (calculated on a fully-diluted basis in accordance with the Merger Agreement) (the “Minimum Condition”), and (ii) those other conditions set forth in Annex I to the Merger AgreementAssets.

The Offer ~~will~~and ~~initially~~withdrawal ~~expire~~rights expired at the end of the day, one minute after 11:59 p.m., Eastern Time, on ~~the~~Friday, December 8, 2017 (such date ~~that~~and istime, ~~twenty~~the ~~(20~~“Expiration Time”). ~~business~~Purchaser ~~days~~was ~~following~~advised by Continental Stock Transfer & Trust Company, the ~~commencement~~depositary offor the Offer. ~~Purchaser~~(the ~~may~~“Depository”), inthat, ~~its~~as ~~discretion~~of ~~and~~the ~~without~~Expiration ~~the~~Time, ~~consent~~a total of ~~the Company~~18,919,827 ~~extend~~Shares ~~the~~have ~~Offer~~been onvalidly ~~one~~tendered orinto ~~more~~and ~~occasions~~not invalidly ~~accordance~~withdrawn ~~with~~from the ~~terms~~ ~~set~~Offer, ~~forth~~representing inapproximately 71.36% of the ~~Merger~~aggregate ~~Agreement~~number ~~and~~of ~~the~~Shares ~~applicable~~then ~~rules~~outstanding. In ~~and~~addition, ~~regulations~~Purchaser ofwas advised by the ~~Securities~~Depository ~~and~~that, ~~Exchange~~as ~~Commission~~of (the ~~“SEC”).~~Expiration ~~Purchaser~~Time, isnotices ~~not~~of ~~required~~guaranteed todelivery ~~extend~~had ~~the~~been ~~Offer~~delivered ~~beyond~~with ~~the~~respect ~~earlier~~ to ~~occur~~1,156,614 Shares, representing approximately 4.36% of the ~~valid~~aggregate ~~termination~~number of ~~the~~ ~~Merger~~Shares ~~Agreement~~then ~~and~~outstanding. ~~the~~The ~~Outside~~number ~~Date~~of ~~(as~~Shares ~~defined~~validly ~~below)~~tendered ~~(the~~and ~~“Extension~~not ~~Deadline”).~~validly ~~Purchaser~~withdrawn ~~may~~pursuant ~~not~~to ~~terminate~~ the Offer, orsatisfies ~~permit~~ the ~~Offer~~Minimum ~~to expire~~Condition, ~~prior~~as tosuch ~~the~~term ~~Extension~~is ~~Deadline~~defined ~~without~~in the ~~prior~~Offer ~~written~~to ~~consent of the Company~~Purchase.

AsAll ~~soon~~conditions asto ~~practicable following~~ the Offer ~~Acceptance~~having ~~Time~~been ~~and~~satisfied, ~~upon~~on ~~the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Section~~December ~~251(h)~~11, ~~of the Delaware General Corporation Law~~2017, Purchaser ~~will~~accepted ~~merge~~for ~~with~~payment ~~and~~all ~~into~~Shares ~~the~~validly ~~Company,~~tendered ~~with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”), without~~into aand ~~meeting or vote of stockholders of the Company. At the effective time of the Merger (the “Effective Time”), the Shares~~ not ~~purchased~~validly ~~pursuant~~withdrawn tofrom the Offer. ~~(other than Shares held by the Company,~~ Parent, ~~its~~and ~~affiliated~~Purchaser ~~entities~~are orrequired ~~by stockholders~~to ofmake ~~the~~prompt ~~Company~~payment ~~who have perfected their statutory rights~~ of ~~appraisal under Delaware law) will each be converted into~~ the ~~right~~Closing toAmount ~~receive~~for ~~the~~such ~~Offer Price~~Shares.

InAs ~~addition,~~a atresult of its acceptance of the ~~Effective~~Shares ~~Time,~~tendered ~~each~~in ~~option~~the toOffer, ~~purchase~~Purchaser ~~Shares~~acquired (a ~~“Company~~sufficient ~~Stock Option”)~~number ~~that~~of isShares ~~then~~to ~~outstanding~~consummate, and ~~unexercised~~on December 11, ~~whether~~2017, ordid ~~not~~consummate, ~~vested~~the ~~and~~Merger ~~with~~without ~~respect~~the toaffirmative ~~which~~vote of the ~~applicable~~stockholders ~~exercise~~of ~~price~~the ~~per~~Company ~~Share~~pursuant isto ~~less~~Section 251(h) of ~~than~~ the ~~Closing~~Delaware ~~Amount~~General ~~(each,~~Corporation anLaw (the “InDGCL”). At the ~~Money~~effective ~~Company~~time ~~Stock~~of the ~~Option~~Merger (the “Effective Time”), ~~will~~Purchaser ~~be cancelled~~was ~~and~~merged ~~converted~~with and into the ~~right~~Company, ofwith the ~~holder~~Company ofcontinuing ~~such~~as In the ~~Money~~Surviving ~~Company~~Corporation ~~Stock~~and ~~Option~~wholly-owned tosubsidiary ~~receive~~of Parent, ~~for~~and each Share ~~underlying~~outstanding ~~such~~immediately Inprior to the Effective ~~Money~~Time ~~Company~~(other ~~Stock~~than ~~Option,~~Shares held (i) ~~an amount~~ in ~~cash~~the ~~equal~~treasury toof the ~~excess~~Company or by Parent, ifPurchaser or any, of ~~the~~Parent’s ~~Closing Amount~~other ~~over~~subsidiaries, ~~the~~which ~~applicable~~shares ~~exercise~~were ~~price~~cancelled ~~for~~and ~~such~~ceased ~~Share,~~to ~~and~~exist or (ii) ~~one~~by ~~CVR.~~stockholders who validly exercised appraisal rights under Delaware law with respect to such Shares) was automatically canceled and converted into the right to receive, subject to any required tax withholdings the Offer

~~At the Effective Time, each Company Stock Option other~~ ~~than~~Price. anThe Ineffect ~~the Money Company Stock Option that is outstanding and unexercised, whether or not vested (each, an “Out~~ of the ~~Money~~Merger on Company ~~Stock~~stock ~~Option”),~~options ~~will be cancelled~~ and ~~converted~~other equity-based awards ~~into~~is ~~the~~described ~~right~~on topages 7-14 ~~receive one or more cash payments, if any, from Parent with respect to each Share subject to the Out~~ of the ~~Money~~ Company’s Solicitation/Recommendation ~~Stock~~Statement ~~Option~~on ~~upon~~Schedule ~~each~~14D-9 ~~date~~filed ~~that~~with ~~a payment would be required to a holder of a CVR under~~ the ~~terms~~SEC ofon ~~the~~November 9, ~~CVR~~2017 ~~Agreement~~and ~~(each~~amended ~~such~~on ~~date~~November 19, ~~a “Milestone Payment Date”)~~2017, ~~equal to (i)~~December ~~the~~1, ~~amount~~2017 byand ~~which the Per Share Value Paid (as defined in the Merger Agreement) exceeds the exercise price payable per Share subject to such Out of the Money Company Stock Option~~December 11, ~~less (ii) the amount of all payments previously paid with respect to such Out of the Money Company Stock Option. Notwithstanding the foregoing~~2017, ~~any~~which ~~Out~~description ~~of the Money Options with an exercise price per Share equal to or greater than $4.10 will be cancelled at the Effective Time~~is ~~without~~incorporated ~~any~~herein ~~consideration~~by ~~payable therefor~~reference.

AtThe ~~the~~foregoing ~~Effective~~summary ~~Time,~~description ~~each~~of ~~restricted~~the ~~stock~~Merger ~~unit~~Agreement ~~(“RSU”),~~does ~~whether~~not ~~vested~~purport ~~or unvested,~~to ~~that~~be iscomplete ~~outstanding~~and ~~immediately~~is subject ~~prior~~ to ~~the Effective Time~~, ~~shall~~and ~~become~~qualified ~~fully~~in ~~vested~~its ~~and~~entirety ~~shall~~by, bethe ~~cancelled~~full ~~and~~text ~~converted~~of at the ~~Effective~~Merger ~~Time~~Agreement, ~~into~~which ~~the~~was ~~right~~filed ofas ~~the~~Exhibit 2.1 ~~holder~~to ofthe ~~such~~Current ~~RSU~~Report toon ~~receive,~~Form 8-K filed ~~for~~by ~~each~~the ~~Share~~Company ~~underlying~~with ~~such~~the ~~RSU,~~SEC on ~~(i)~~November an2, ~~amount in cash~~2017, ~~equal~~and towhich ~~the~~is ~~Closing~~incorporated ~~Amount~~herein ~~and~~by ~~(ii) one CVR~~reference.

InItem ~~addition,~~3.01 atNotice ~~the~~of ~~Effective~~Delisting ~~Time,~~or ~~each~~Failure ~~warrant~~ to ~~purchase~~ ~~Shares~~Satisfy (a ~~“Company~~Continued ~~Warrant”),~~Listing ~~that~~Rule isor ~~outstanding~~Standard; ~~and~~Transfer ~~unexercised immediately prior to the Effective Time shall be cancelled and converted into the right~~ of the holder of such Company Warrant to receive, for each Share underlying such Company Warrant, (i) an amount in cash equal to the excess, if any, of the Closing Amount over the applicable exercise price for such Share, and (ii) one (1) CVRListing. As of the Effective Time, any Company Warrant with respect to which the applicable exercise price per Share is greater than the Closing Amount shall be cancelled without any consideration payable therefor (the “Cancelled Warrants”).

~~The~~On ~~Merger~~the ~~Agreement~~Closing ~~includes representations~~Date, ~~warranties~~in ~~and~~connection ~~covenants~~with of the ~~parties~~consummation ~~customary for a transaction~~ of ~~this~~the ~~nature.~~Merger, ~~Among~~the ~~other things,~~Company ~~until~~notified the ~~earlier~~Nasdaq ofStock ~~the~~Market ~~termination~~LLC (“Nasdaq”) ofthat the Merger ~~Agreement~~had orbeen ~~the~~consummated, ~~Effective~~and ~~Time,~~requested that the ~~Company~~trading ~~has~~of ~~agreed~~Shares toon ~~operate~~Nasdaq ~~its~~be ~~business~~suspended inprior ~~the~~to ~~ordinary~~market ~~course~~open ~~consistent~~on ~~with~~the ~~past~~Closing ~~practice~~Date and ~~has~~that ~~agreed~~the tolisting ~~certain~~of ~~other~~the ~~operating~~Shares ~~covenants,~~on ~~as set~~Nasdaq ~~forth~~be ~~more~~withdrawn. ~~fully~~In inaddition, the Company ~~Merger~~requested ~~Agreement.~~that ~~The~~Nasdaq ~~Merger~~file ~~Agreement~~with ~~also prohibits~~ the ~~Company’s~~SEC ~~ability~~a tonotification ~~solicit,~~on ~~initiate,~~Form 25 ~~knowingly~~to ~~facilitate~~report orthe ~~knowingly~~delisting ~~encourage~~of ~~any~~the ~~proposals~~Shares ~~relating~~from toNasdaq ~~alternative transactions~~ and ~~restricts~~to deregister the ~~Company’s~~ ~~ability~~Shares tounder ~~furnish~~Section 12(b) of ~~information~~the ~~to,~~Exchange orAct. ~~participate~~The inCompany ~~any~~intends ~~discussions~~to orfile ~~negotiations~~ with, ~~any~~the ~~third~~SEC a ~~party~~Form 15 ~~with~~suspending ~~respect~~the toCompany’s ~~any~~reporting ~~such~~obligations ~~transaction,~~under ~~subject~~the toExchange ~~certain limited exceptions~~Act.

InItem the event the Offer Acceptance Time occurs on or before December 31, 2017 and the Company’s cash and cash equivalents are insufficient to pay and fully discharge the Indebtedness (as defined in the Merger Agreement) and Transaction Expenses (as defined in the Merger Agreement) on or prior to Closing (the “Closing Shortfall”) by more than $250,000, the aggregate amount payable pursuant to the first occurring Milestone Payment (as defined below) shall be reduced by the full amount of the Closing Shortfall3.03 InMaterial ~~the~~Modification ~~event the Offer Acceptance Time occurs after the December 31, 2017 and the Indebtedness and Transaction Expenses due and payable as if the Closing were~~ to ~~occur~~Rights ~~on December 31, 2017 exceed the Company’s aggregate balance~~ of ~~cash~~Security and cash equivalents as of December 31, 2017 by more than $250,000 (the “Measurement Date Shortfall”), the first occurring Milestone Payment shall be reduced by the full amount of the Measurement Date ShortfallHolders.

The ~~board~~information ofset ~~directors~~forth of under the ~~Company~~Introductory ~~has~~Note, ~~unanimously~~Item 2.01, Item 3.01, Item 5.01 ~~adopted~~and ~~resolutions~~Item ~~recommending~~5.03 ~~that~~of ~~the Company’s~~this ~~stockholders~~Current ~~accept~~Report ~~the~~on ~~Offer~~Form 8-K ~~and~~is ~~tender~~incorporated ~~their~~by ~~Shares~~reference tointo ~~Purchaser~~this ~~pursuant to the Offer~~Item 3.03.

~~The~~Item ~~Merger~~5.01 ~~Agreement~~Changes ~~may be terminated under certain circumstances, including~~ in ~~specified~~Control ~~circumstances in connection with superior proposals, or if the transaction is not consummated by the Outside Date. Upon the termination~~ of ~~the Merger Agreement, under specified circumstances, the Company will be required to pay Parent a termination fee of $1,680,000~~Registrant.

InAs ~~addition,~~a ~~subject~~result toof ~~the~~Parent’s ~~terms~~acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the ~~Merger~~ ~~Agreement,~~terms ~~either~~of the ~~Company~~Offer orand ~~Parent~~the ~~may~~consummation ~~terminate~~of the Merger ~~Agreement,~~pursuant atto ~~any~~Section 251(h) of ~~time~~the ~~prior~~DGCL toon the ~~Offer~~Closing ~~Acceptance~~Date, ~~Time~~a change in control of the Company occurred, ifand the ~~Merger~~Company ~~has~~now ~~not~~is ~~been~~a ~~consummated~~wholly ~~prior~~owned tosubsidiary ~~5:00~~of pParent.m The information set forth under Item 2.,01 ~~Eastern~~and ~~Time,~~Item 5.03 of this Current Report on ~~May~~Form 1,8-K ~~2018~~is ~~(the~~incorporated ~~“Outside~~by reference into ~~Date”)~~this Item 5. 01.

~~Completion~~Item of5.02 ~~the~~Departure ~~Offer~~of ~~and~~Directors ~~the~~or ~~Merger~~Certain isOfficers; ~~anticipated~~Election toof ~~occur~~Directors; inAppointment ~~the fourth quarter~~ of ~~2017, although~~Certain ~~there~~Officers; ~~can~~Compensatory beArrangements noof ~~assurance~~Certain ~~the Offer will be completed and the Merger will occur within the expected time frame or at all~~Officers.

~~Tender~~Pursuant to the terms of the Merger Agreement, each of Eckard Weber, M.D., Linda S. Grais, M.D., Willard Dere, M.D., Steven P. James, Nina Kjellson, Anne M. VanLent and ~~Support~~Wendell Wierenga, Ph.D. resigned from his/her respective position as a member of the Board of Directors, and any committee thereof, of the Company, as applicable, effective at the Effective Time on December 11, ~~Agreement~~2017.

~~Concurrently~~Following ~~with~~ the ~~execution~~Merger and ~~delivery~~pursuant ofto the ~~Merger~~terms ~~Agreement, each director and executive officer~~ of the ~~Company, and~~Merger ~~certain stockholders affiliated with such directors and executive officers (each a “Tendering Stockholder”)~~Agreement, ~~entered~~at ~~into a Tender and Support Agreement (~~the ~~“Tender~~Effective ~~Agreement”)~~Time ~~with~~on ~~Parent~~December 11, ~~and Purchaser~~2017, ~~pursuant to which~~the ~~each~~director ~~Tendering Stockholder agreed, among other things, to tender his, her or its Shares~~ and ~~Company~~officers ~~Stock~~of ~~Options~~Purchaser ~~that~~immediately ~~are exercised~~ prior to the ~~Offer~~Effective ~~Acceptance~~ Time, ifas ~~any~~set ~~(collectively,~~forth ~~the “Subject Shares”)~~below, ~~pursuant~~became to the ~~Offer and,~~director ~~if necessary, vote his, her or its Subject Shares against any other acquisition proposal, including any superior proposal,~~ and ~~against~~officers ~~any~~of ~~other proposed action, agreement or transaction involving~~ the Company ~~that~~following ~~is intended, or would reasonably be likely, to prevent, materially impede, materially delay or otherwise materially and adversely affect or prevent~~ the ~~consummation~~Effective ~~of the Offer, the Merger or any other transaction contemplated by the Merger Agreement~~Time. As of October 31, 2017, approximately 12.7% of the outstanding Shares are subject to the Tender Agreement. The Tender Agreement terminates in the event that the Merger Agreement is terminated. The full text of the form of Tender Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference.

~~Contingent~~Biographical ~~Value~~and ~~Rights~~other ~~Agreement~~information with respect to the new directors of the Company is set forth below:

AtKathleen orA. ~~prior~~Schaefer toPresident ~~the Offer Acceptance Time, Parent~~ and ~~Mallinckrodt~~Director ~~will~~Marvin ~~enter into the CVR Agreement with the Rights Agent governing the terms of the Contingent Consideration~~R. As ~~provided~~Haselhorst inVice ~~the~~President ~~Merger Agreement, each share of Company common stock outstanding (other than certain excluded shares)~~ and ~~each~~Director ~~share~~John ~~underlying~~E. anEinwalter InVice ~~the Money Company Stock Option~~President, ~~Company~~Treasurer ~~Warrant (other than Cancelled Warrants)~~ and RSU immediately prior to the Effective Time, or the Offer Acceptance Time in the case of a share of Company common stock validly tendered pursuant to the Offer, will be converted automatically into the right to receive, in addition to the Closing Amount, one CVR, which represents the right to receive the Contingent Consideration if the milestones set forth below are achieved on or before December 31, 2029. The amounts of each of the payments under the CVR will be determined by dividing the aggregate milestone payment amounts set forth below, if achieved (as may be reduced by any payments to certain holders of Out of the Money Company Options or in the event of a Closing Shortfall or Measurement Date Shortfall, if any, each such aggregate milestone payment as may be adjusted, a “Milestone Payment”), by the number of CVRs outstanding on the Record Date (as defined in the CVR Agreement). Director

•Kathleen ~~IV Milestone~~A. ~~Parent~~Schaefer ~~will~~has beserved ~~obligated~~as toSenior ~~pay~~Vice anPresident, ~~aggregate~~Finance ~~amount~~and ~~equal~~Corporate toController ~~$10,000,000~~of ~~upon~~Mallinckrodt since ~~the~~May ~~enrollment~~2016. ofShe ~~the~~previously ~~first~~served ~~patient~~as inVice aPresident, ~~Phase~~Finance 3and ~~clinical~~Corporate ~~trial~~Controller of anMallinckrodt ~~intravenous~~from ~~formulation~~June of2013 ~~the~~to ~~Product~~May ~~(as~~2016. ~~defined~~She inhas served as the ~~CVR~~President ~~Agreement)~~and bya manager of Parent, ~~any~~and ofPresident ~~its~~and ~~affiliates~~a ordirector of Purchaser since their formation ~~respective~~in ~~licensee~~October or2017. ~~sublicensee~~Ms. Schaefer ~~with~~previously ~~respect~~served toas ~~rights~~controller toof ~~develop~~Covidien’s orPharmaceuticals ~~commercialize~~business ~~the~~from ~~Product~~June 2007 until its separation from Covidien in June 2013.

•Marvin ~~Oral Milestone~~R. ~~Parent~~Haselhorst ~~will~~has beserved ~~obligated~~as toVice ~~pay~~President, anGlobal ~~aggregate~~Tax ~~amount~~of ~~equal~~Mallinckrodt tosince ~~$15,000,000~~June ~~upon~~2013. ~~the~~He has ~~enrollment~~served as Vice President and a manager of ~~the~~Parent ~~first~~and ~~patient~~Vice inPresident and a ~~Phase~~director 3of ~~clinical~~Purchaser ~~trial~~since oftheir anformation ~~oral~~in ~~formulation~~October 2017. Mr. Haselhorst previously served as head of the ~~Product~~tax byfunction ~~Parent,~~for ~~any~~Covidien’s ofPharmaceuticals business from July 2012 until its ~~affiliates~~separation orfrom ~~their~~Covidien ~~respective~~in ~~licensee~~June or2013. ~~sublicensee~~From ~~with~~June ~~respect~~2006 tountil ~~rights~~June to2012, ~~develop~~Mr. Haselhorst orwas ~~commercialize~~Vice ~~the~~President, ~~Product~~Global Tax for Solutia, Inc., a specialty chemical manufacturer and distributor headquartered in St. Louis, Missouri.

•John ~~Product~~E. ~~Sales~~Einwalter ~~Milestone.~~has ~~Parent~~served ~~will~~as beVice ~~obligated~~President toand ~~pay~~Treasurer anof ~~aggregate~~Mallinckrodt ~~amount~~since ~~equal~~June to2013. ~~$50~~He also has served as Vice President,~~000,000~~ ~~upon~~Treasurer ~~the~~and ~~first~~a ~~occurrence~~manager of ~~the~~Parent ~~achievement~~and Vice President, Treasurer and a director of ~~cumulative~~Purchaser ~~Product~~since ~~Sales~~their (formation in October 2017. Mr. Einwalter previously served as ~~defined~~treasurer inof ~~the~~Covidien’s ~~CVR~~Pharmaceuticals ~~Agreement)~~business from October 2012 until its separation from Covidien in ~~excess~~June of2013. ~~$500~~Previously,~~000,000,~~ byMr. Einwalter ~~Parent~~was Vice President and Treasurer of Belden Inc., ~~its~~a ~~affiliates~~global manufacturer of connectivity and ~~any~~networking ~~other~~equipment, ~~Selling~~from ~~Entity~~July ~~(as~~2011. ~~defined~~He inwas the ~~CVR~~Director ~~Agreement)~~of ~~and~~Treasury ~~any~~at Smurfit-Stone ~~successors~~Container Corporation, ~~assigns~~a paperboard and ~~transferees~~paper-based packaging company, from February 2010 to July 2011. From September 2003 to January 2010, Mr. Einwalter served in various finance positions with Anheuser-Busch InBev.

~~The~~Item ~~right to the Contingent Consideration as evidenced by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement~~5.03 ~~The~~Amendments ~~CVRs~~to ~~will~~Articles ~~not~~of beIncorporation ~~evidenced by a certificate~~ or ~~other~~Bylaws; ~~instrument~~Change ~~and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest~~ in ~~Parent,~~Fiscal ~~Purchaser, the Company or any of their affiliates~~Year. There can be no assurance that any of the milestones set forth above will be achieved or that any holders of CVRs will receive payments with respect thereto. The full text of the form of CVR Agreement is attached as an exhibit to the Merger Agreement and incorporated herein by reference.

~~Item~~Pursuant ~~5.03~~to the ~~Amendments~~terms toof ~~Articles~~the Merger Agreement, at the Effective Time, the Company’s certificate of ~~Incorporation~~incorporation orand ~~Bylaws;~~bylaws, ~~Change~~as in ~~Fiscal~~effect ~~Year~~immediately prior to the Effective Time, were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.

OnItem November 1, 2017, the board of directors of the Company approved an amendment to the bylaws of the Company (as amended, the “Bylaws”) to explicitly provide that the Court of Chancery of the State of Delaware (or, in case such court does not have jurisdiction, the Federal District Court for the District of Delaware or other competent state court of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the certificate of incorporation or Bylaws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine8.01 ~~This~~Other ~~amendment was effective upon adoption by the board of directors of the Company~~Events. ~~The full text of the amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.~~

~~Item~~On 7December 11, 2017, Mallinckrodt issued a press release relating to the expiration of the Offer and the consummation of the Merger.01 ~~Regulation~~A FDcopy ~~Disclosure~~of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

OnItem ~~November 2, 2017, Mallinckrodt and the Company issued a joint press release announcing the execution of the Merger Agreement described above~~9.01 AFinancial ~~copy~~Statements ~~of the press release is furnished as Exhibit 99.2 hereto~~ and ~~is hereby incorporated into this Current Report on Form 8-K by reference~~Exhibits.

~~The~~(d) ~~Company’s financial advisor for the transaction is MTS Health Partners, LP~~Exhibits. ~~and its legal advisor for the transaction is Goodwin Procter LLP.~~

Additional Information


Exhibit Number		Description

	2.1	Agreement and Plan of Merger, dated as of November 1, 2017, by and among Ocera Therapeutics, Inc., MAK LLC, MEH Acquisition Co. and for limited purposes, Mallinckrodt plc (incorporated by reference to Exhibit 2.1 to Ocera Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-35119) filed with the Securities and Exchange Commission on November 2, 2017).

	3.1	Amended and Restated Certificate of Incorporation of Ocera Therapeutics, Inc.

	3.2	Amended and Restated Bylaws of Ocera Therapeutics, Inc.

	99.1	Press Release issued by Mallinckrodt plc, dated December 11, 2017 (incorporated herein by reference to Exhibit (a)(1)(I) to Amendment No. 3 to the Schedule TO filed by MEH Acquisition Co., MAK LLC and Mallinckrodt plc with the SEC on December 11, 2017).

~~The~~SIGNATURES foregoing descriptions of the Merger Agreement, the Tender Agreement and the CVR Agreement are not complete and are qualified in their entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference, the Tender Agreement, which is attached as Exhibit 99.1 to this report and incorporated herein by reference, and the form of CVR Agreement, which is included as Exhibit A to the Merger Agreement (which is filed as Exhibit 2.1 hereto) and is incorporated herein by reference.

~~The Merger~~Pursuant ~~Agreement, the Tender Agreement and the form of CVR Agreement, and the foregoing descriptions of each agreement, have been included~~ to ~~provide investors and stockholders with information regarding~~ the ~~terms~~requirements of ~~each agreement. They are not intended to provide any other factual information about~~ the ~~Company.~~Securities ~~The~~Exchange ~~representations,~~Act ~~warranties and covenants contained in each agreement were or will be made only as~~ of ~~specified dates for the purposes of such agreements~~1934, ~~were (except as expressly set forth therein) solely for~~ the ~~benefit~~Registrant ofhas ~~the~~duly ~~parties~~caused tothis ~~such~~report ~~agreements and may be subject~~ to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in each agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be ~~subject~~signed to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors are not third-party beneficiaries under the Merger Agreement or Tender Agreement. Accordingly, investors and stockholders should not rely on ~~such~~its ~~representations,~~behalf ~~warranties and covenants as characterizations of the actual state of facts~~by ~~or circumstances described therein. Information concerning~~ the ~~subject~~undersigned ~~matter~~thereunto ofduly ~~such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~authorized.

Notice to Investors and Security Holders

The Offer referred to in this Current Report on Form 8-K has not yet commenced. The description contained in this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy Shares will be made pursuant to an offer to purchase and related materials that Mallinckrodt, Parent and Purchaser intend to file with the SEC. At the time the Offer is commenced, Mallinckrodt, Parent and Purchaser will file a tender offer statement on Schedule TO with the SEC, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the Offer. These materials will be sent free of charge to all stockholders of the Company when available. Additionally, the Company, Mallinckrodt, Parent and Purchaser will file other relevant materials in connection with the proposed acquisition of the Company by Parent pursuant to the terms of the Merger Agreement. All of the tender offer materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Parent and when available may be obtained by directing a request to Mallinckrodt plc’s Investor Relations Department at (314) 654-3638. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company by contacting the Company’s Investor Relations Department (919) 328-1109.

INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER OR MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Forward Looking Statements

All of the statements in this Current Report on Form 8-K, other than historical facts, are forward-looking statements, including, without limitation, the statements made concerning the pending acquisition of the Company by Parent and Purchaser. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. Among others, the following factors could cause actual results to differ materially from those set forth in the forward-looking statements: (i) uncertainties as to how many Company stockholders will tender their Shares in the Offer; (ii) the possibility that competing offers will be made; (iii) the possibility that various closing conditions for the transaction may not be satisfied or waived; (iv) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay the termination fee; (v) risks related to obtaining the requisite consents to the Offer and the Merger, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vi) the possibility that the transaction may not be timely completed, if at all; (vii) that, prior to the completion of the transaction, if at all, the Company’s business may experience significant disruptions due to transaction-related uncertainty and (viii) if the transaction is consummated, the possibility that the milestones under the CVR Agreement are never achieved and no Contingent Consideration is ever paid. Other factors that could cause actual results to differ materially include those set forth in the Company’s SEC reports, including, without limitation, the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2017 and June 30, 2017. The Company assumes no obligation and does not intend to update these forward-looking statements, except as expressly required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitsNumber		Description
2.1*		Agreement and Plan of Merger, dated November 1, 2017 by and among Ocera Therapeutics, Inc., MAK LLC, MEH Acquisition Co., and for limited purposes, Mallinckrodt plc.
3.1		Amendment to Bylaws of the Company, dated November 1, 2017.
99.1		Form of Tender and Support Agreement.
99.2**		Joint Press Release of Ocera Therapeutics, Inc. and Mallinckrodt plc, dated November 2, 2017.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any exhibits or schedule so furnished.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCERA THERAPEUTICS, INC.

Date: December 11, 2017

/s/ Kathleen A. Schaefer

Name: Kathleen A. Schaefer

Title: President

Filing Compare · Ocera Therapeutics, Inc.