Statement of Changes in Beneficial Ownership (4)
July 29 2020 - 5:25PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
*
LA JOLLA PHARMACEUTICAL CO |
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4550 TOWNE CENTRE COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2020 |
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(Street)
SAN DIEGO, CA 92121
(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, par value $0.001 per share | 7/28/2020 | | P(1) | | 3737360 | A | $2 (1) | 4822360 (2) | I | See Explanation of Responses (2) |
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 |
| Explanation of Responses: |
| (1) | This Statement of Changes in Beneficial Ownership on Form 4 is being filed by La Jolla Pharmaceutical Company, a California corporation ("Parent"). The securities described herein were acquired pursuant to a tender offer (the "Offer") by TTP Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser") to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Tetraphase Pharmaceuticals, Inc., a Delaware corporation, at a price of $2.00 per Share plus one non-transferable contractual contingent value right per Share on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2020 (as amended by the Schedule TO-T/A filed by Parent and Purchaser with the U.S. Securities and Exchange Commission ("SEC") on July 29, 2020). |
| (2) | Following the reported transaction: (a) Purchaser beneficially owns directly the 3,737,360 Shares it purchased in the Offer; and (b) Parent beneficially owns indirectly an aggregate of 4,822,360 Shares, comprised of: (i) the 3,737,360 Shares that Purchaser purchased in the Offer; and (ii) the 1,085,000 Shares that Parent acquired through a series of open-market purchases made between June 10, 2020 and June 19, 2020 (as reported on a Statement of Beneficial Ownership on Schedule 13D filed with the SEC on June 22, 2020) and contributed to its non-wholly owned subsidiary, La Jolla Pharmaceutical Holdings, LLC, a Delaware limited liability company ("Holdings") on July 23, 2020. Parent is the Manager of Holdings and has the sole power to exercise voting and investment control over the Shares held by Holdings. Parent holds direct equity interests in each of Purchaser and Holdings. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LA JOLLA PHARMACEUTICAL CO
4550 TOWNE CENTRE COURT
SAN DIEGO, CA 92121 |
| X |
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Signatures
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| Michael Hearne | | 7/29/2020 |
| **Signature of Reporting Person | Date |
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