4//SEC Filing
TANG CAPITAL PARTNERS LP 4
Accession 0001209191-22-047314
CIK 0000920465other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 4:02 PM ET
Size
13.6 KB
Accession
0001209191-22-047314
Insider Transaction Report
Form 4
TANG KEVIN C
Director10% Owner
Transactions
- Disposition from Tender
Series C-1(2) Convertible Preferred Stock
2022-08-22−3,519.315→ 0 total(indirect: By LP)→ Common Stock (6,067,439 underlying) - Disposition from Tender
Common Stock
2022-08-22$6.23/sh−9,607,934$59,857,429→ 0 total(indirect: By LP)
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
- [F2]The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as Chief Financial Officer of TCM. Mr. Tang and Mr. Hearne each have a pecuniary interest in the shares beneficially held by TCP.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-1(2) Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.
Documents
Issuer
LA JOLLA PHARMACEUTICAL CO
CIK 0000920465
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001191935
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 4:02 PM ET
- Size
- 13.6 KB