| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -18K | -100% | 0 | Aug 22, 2022 | Common Stock | 18K | $9.20 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -10K | -100% | 0 | Aug 22, 2022 | Common Stock | 10K | $19.69 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -10K | -100% | 0 | Aug 22, 2022 | Common Stock | 10K | $28.24 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -10K | -100% | 0 | Aug 22, 2022 | Common Stock | 10K | $19.19 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -10K | -100% | 0 | Aug 22, 2022 | Common Stock | 10K | $28.10 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -12K | -100% | 0 | Aug 22, 2022 | Common Stock | 12K | $5.99 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -12K | -100% | 0 | Aug 22, 2022 | Common Stock | 12K | $3.93 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | -30K | -100% | 0 | Aug 22, 2022 | Common Stock | 30K | $4.53 | Direct | F3 | ||
| transaction | LJPC | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -30K | -100% | $0.00* | 0 | Aug 22, 2022 | Common Stock | 30K | $4.81 | Direct | F4 |
| 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 | F2, F5 |
Kevin Tang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang 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. |
| F4 | This transaction represents the voluntary forfeiture of 30,000 unvested stock options for the Reporting Person on August 22, 2022. |
| F5 | 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. |