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

Signature
/s/ Michael Hearne
Stock symbol
LJPC
Transactions as of
Aug 22, 2022
Transactions value $
$0
Form type
4
Date filed
8/24/2022, 08:19 PM
Previous filing
Jul 5, 2022

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 -1.68K -100% 0 Aug 22, 2022 Common Stock 1.68K $4.63 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -169 -100% 0 Aug 22, 2022 Common Stock 169 $4.46 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -185 -100% 0 Aug 22, 2022 Common Stock 185 $4.09 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -177 -100% 0 Aug 22, 2022 Common Stock 177 $4.27 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -173 -100% 0 Aug 22, 2022 Common Stock 173 $4.37 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -185 -100% 0 Aug 22, 2022 Common Stock 185 $4.08 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -236 -100% 0 Aug 22, 2022 Common Stock 236 $3.20 Direct F1, F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -236 -100% 0 Aug 22, 2022 Common Stock 236 $3.19 Direct F1, F2
transaction LJPC Series C-1 (2) Convertible Preferred Stock Disposition pursuant to a tender of shares in a change of control transaction -3.52K -100% 0 Aug 22, 2022 Common Stock 6.07M BY LP F3, F4
* 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").
F2 (Continued from Footnote 1) 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.
F3 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.
F4 Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-12 Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.

Remarks:

Form 2 of 2