4//SEC Filing
Durata Therapeutics, Inc. 4
Accession 0001209191-14-070105
CIK 0001544116operating
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 5:44 PM ET
Size
18.4 KB
Accession
0001209191-14-070105
Insider Transaction Report
Form 4
Canaan VIII LP
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2014-11-17−5,034→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy)
2014-11-17−8,575→ 0 total(indirect: See footnote)Exercise: $16.15Exp: 2024-05-20→ Common Stock (8,575 underlying) - Disposition from Tender
Common Stock
2014-11-17−1,902,030→ 0 total - Disposition to Issuer
Restricted Stock
2014-11-17−1,216→ 0 total(indirect: See footnote)Exercise: $0.00Exp: 2022-02-27→ Common Stock (1,216 underlying)
Canaan Management, Inc.
Director
Transactions
- Disposition from Tender
Common Stock
2014-11-17−1,902,030→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2014-11-17−8,575→ 0 total(indirect: See footnote)Exercise: $16.15Exp: 2024-05-20→ Common Stock (8,575 underlying) - Disposition to Issuer
Common Stock
2014-11-17−5,034→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock
2014-11-17−1,216→ 0 total(indirect: See footnote)Exercise: $0.00Exp: 2022-02-27→ Common Stock (1,216 underlying)
Canaan Partners VIII LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2014-11-17−5,034→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock
2014-11-17−1,216→ 0 total(indirect: See footnote)Exercise: $0.00Exp: 2022-02-27→ Common Stock (1,216 underlying) - Disposition from Tender
Common Stock
2014-11-17−1,902,030→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2014-11-17−8,575→ 0 total(indirect: See footnote)Exercise: $16.15Exp: 2024-05-20→ Common Stock (8,575 underlying)
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]Shares held directly by Canaan VIII L.P ("Canaan L.P."). Canaan Partners VIII LLC ("Canaan LLC"), the general partner of Canaan L.P., may be deemed to share voting, investment and dispositive power with respect to shares held by Canaan L.P., but disclaims beneficial ownership of the securities held by Canaan L.P. except to the extent of any pecuniary interest therein. Mr. Brenton K. Ahrens, a member and manager of Canaan LLC and a vice-president of Canaan Management, Inc. ("Canaan Management", and together with Canaan L.P. and Canaan LLC, the "Canaan Entities"), serves as the representative of the Canaan Entities on the Issuer's board of directors.
- [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. Each of the Canaan Entities disclaims beneficial ownership in the stock options held by Mr. Ahrens, except to the extent, if any, of its pecuniary interest therein.
- [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.
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, 5:44 PM ET
- Size
- 18.4 KB