Michael Hearne - Aug 22, 2022 Form 4 Insider Report for LA JOLLA PHARMACEUTICAL CO (LJPC)

Role
Chief Financial Officer
Signature
/s/ Michael Hearne
Stock symbol
LJPC
Transactions as of
Aug 22, 2022
Transactions value $
-$59,920,888
Form type
4
Date filed
8/24/2022, 08:17 PM
Previous filing
Jul 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LJPC Common Stock Disposed to Issuer -$63.5K -10.2K -100% $6.23 0 Aug 22, 2022 Direct F1
transaction LJPC Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$59.9M -9.61M -100% $6.23 0 Aug 22, 2022 BY LP F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -100K -100% 0 Aug 22, 2022 Common Stock 100K $4.55 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -169 -100% 0 Aug 22, 2022 Common Stock 169 $3.91 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -196 -100% 0 Aug 22, 2022 Common Stock 196 $3.40 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -141 -100% 0 Aug 22, 2022 Common Stock 141 $4.68 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -134 -100% 0 Aug 22, 2022 Common Stock 134 $4.97 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -52.2K -100% 0 Aug 22, 2022 Common Stock 52.2K $4.53 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -147 -100% 0 Aug 22, 2022 Common Stock 147 $4.50 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -1.65K -100% 0 Aug 22, 2022 Common Stock 1.65K $3.88 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -136 -100% 0 Aug 22, 2022 Common Stock 136 $5.35 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -118 -100% 0 Aug 22, 2022 Common Stock 118 $6.12 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -108 -100% 0 Aug 22, 2022 Common Stock 108 $6.71 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -139 -100% 0 Aug 22, 2022 Common Stock 139 $5.24 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -127 -100% 0 Aug 22, 2022 Common Stock 127 $5.71 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -172 -100% 0 Aug 22, 2022 Common Stock 172 $4.24 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -173 -100% 0 Aug 22, 2022 Common Stock 173 $4.18 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -164 -100% 0 Aug 22, 2022 Common Stock 164 $4.44 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -386 -100% 0 Aug 22, 2022 Common Stock 386 $3.76 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -169 -100% 0 Aug 22, 2022 Common Stock 169 $4.30 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -148 -100% 0 Aug 22, 2022 Common Stock 148 $4.90 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -170 -100% 0 Aug 22, 2022 Common Stock 170 $4.28 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -201 -100% 0 Aug 22, 2022 Common Stock 201 $3.61 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -728 -100% 0 Aug 22, 2022 Common Stock 728 $3.99 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -373 -100% 0 Aug 22, 2022 Common Stock 373 $3.96 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -181 -100% 0 Aug 22, 2022 Common Stock 181 $4.02 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -558 -100% 0 Aug 22, 2022 Common Stock 558 $4.01 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -186 -100% 0 Aug 22, 2022 Common Stock 186 $3.90 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -173 -100% 0 Aug 22, 2022 Common Stock 173 $4.21 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -157 -100% 0 Aug 22, 2022 Common Stock 157 $4.61 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -78.6K -100% 0 Aug 22, 2022 Common Stock 78.6K $4.81 Direct F3
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -148 -100% 0 Aug 22, 2022 Common Stock 148 $4.92 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Hearne is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as the Chief Financial Officer of TCM. Mr. Hearne has a pecuniary interest in the shares beneficially held by TCP.
F3 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Offer Price over the exercise price payable per Share with respect to such Issuer Stock Option.

Remarks:

Form 1 of 2