4//SEC Filing
Durata Therapeutics, Inc. 4
Accession 0001209191-14-070103
CIK 0001544116operating
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 5:40 PM ET
Size
13.0 KB
Accession
0001209191-14-070103
Insider Transaction Report
Form 4
Ahrens Brenton Karl
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2014-11-17−1,902,030→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock
2014-11-17−1,216→ 0 totalExercise: $0.00Exp: 2022-02-27→ Common Stock (1,216 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-11-17−8,575→ 0 totalExercise: $16.15Exp: 2024-05-20→ Common Stock (8,575 underlying) - Disposition to Issuer
Common Stock
2014-11-17−5,034→ 0 total
Footnotes (6)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 5, 2014, by and among Durata Therapeutics, Inc., Actavis W.C. Holding Inc., and Delaware Merger Sub, Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Durata common stock was validly tendered for $23 per share in cash plus one non-transferable contingent value right for each share (each a "CVR"), which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
- [F2]These shares are held directly by Canaan VIII L.P. Mr. Ahrens disclaims beneficial ownership of the shares owned by Canaan VIII L.P., and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares by virtue of the limited liability company interests he owns in Canaan Partners VIII LLC, the general partner of Canaan VIII L.P.
- [F3]Mr. Ahrens, pursuant to an agreement with Canaan Management, is contractually obligated to assign any remuneration received for service as a director to Canaan Management.
- [F4]Shares of common stock which vest in 7 substantially equal monthly installments, the first installment of which vested on August 28, 2014. Such shares have no expiration date.
- [F5]Pursuant to the terms of the Merger Agreement and the Offer, each stock option and share of restricted stock that was outstanding and unexercised as of the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $23 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
- [F6]These options were granted on May 21, 2014 to Mr. Ahrens with respect to 8,575 shares of common stock, vesting in twelve substantially equal monthly installments over a one year period, and expire on May 20, 2024.
Documents
Issuer
Durata Therapeutics, Inc.
CIK 0001544116
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001544116
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 5:40 PM ET
- Size
- 13.0 KB