Statement of Changes in Beneficial Ownership (4)
July 29 2020 - 4:10PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stahl Maria D |
2. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC
[
TTPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O TETRAPHASE PHARMACEUTICALS, INC., 480 ARSENAL WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2020 |
(Street)
WATERTOWN, MA 02472
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/28/2020 | | U | | 250 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | 7/28/2020 | | D | | | 934.35 | (3) | 1/5/2026 | Common Stock | 934.35 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 7/28/2020 | | D | | | 1381.65 | (3) | 4/1/2028 | Common Stock | 1381.65 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 7/28/2020 | | D | | | 6156 | (3) | 1/16/2028 | Common Stock | 6156 | $0.00 | 0 | D | |
Restricted Stock Units | (2) | 7/28/2020 | | D | | | 2850 | (3) | 7/31/2029 | Common Stock | 2850 | $0.00 | 0 | D | |
Performance-vested Restricted Stock Units | (2) | 7/28/2020 | | D | | | 335 | (3) | 1/30/2027 | Common Stock | 335 | $0.00 | 0 | D | |
Performance-vested Restricted Stock Units | (2) | 7/28/2020 | | D | | | 640 | (3) | 1/16/2028 | Common Stock | 640 | $0.00 | 0 | D | |
Performance-vested Restricted Stock Units | (2) | 7/28/2020 | | D | | | 1800 | (3) | 1/16/2029 | Common Stock | 1800 | $0.00 | 0 | D | |
Performance-vested Restricted Stock Units | (2) | 7/28/2020 | | D | | | 675 | (3) | 7/31/2029 | Common Stock | 675 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 24, 2020, by and among Tetraphase Pharmaceuticals, Inc. ("Tetraphase"), TTP Merger Sub, Inc. and La Jolla Pharmaceutical Company (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive (i) $2.00 per Share (the "Cash Consideration"), to the holder in cash, without interest and less any applicable withholding taxes, plus (ii) one non-transferable contractual contingent value right per Share (a "CVR") representing the right to receive certain consideration based on the achievement of net sales milestones. |
(2) | Each restricted stock unit ("Tetraphase RSU") represents a right to vest in and receive shares of Tetraphase common stock and each performed-vested restricted stock unit ("Tetraphase PRSU") represents a right to vest in and receive shares of Tetraphase common stock only if specific regulatory and commercial milestones are achieved. |
(3) | Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each outstanding Tetraphase RSU and each outstanding Tetraphase PRSU will vest in full and automatically be canceled and converted into the right to receive, subject to applicable withholding, the product of (a) the total number of Shares then underlying such Tetraphase RSU or Tetraphase PRSU, as applicable, multiplied by (b) the Offer Price, without any interest. |
Remarks: Chief Business Officer and General Counsel |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stahl Maria D C/O TETRAPHASE PHARMACEUTICALS, INC. 480 ARSENAL WAY WATERTOWN, MA 02472 |
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| See Remarks |
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Signatures
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/s/ Maria Stahl | | 7/29/2020 |
**Signature of Reporting Person | Date |
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