4/A//SEC Filing
BROWN JAMES E 4/A
Accession 0001193125-25-204813
CIK 0001082038other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 2:16 PM ET
Size
7.1 KB
Accession
0001193125-25-204813
Insider Transaction Report
Form 4/AAmended
DURECT CORPDRRX
BROWN JAMES E
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2025-09-11−103,077→ 0 totalExercise: $1.30Exp: 2034-10-14→ Common Stock (103,077 underlying)
Footnotes (3)
- [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]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.
- [F3](Continued from footnote 2) 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 0001134620
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 2:16 PM ET
- Size
- 7.1 KB