James E. Brown - 11 Sep 2025 Form 4/A - Amendment Insider Report for DURECT CORP (DRRX)

Role
President & CEO, Director
Signature
/s/ James E. Brown
Issuer symbol
DRRX
Transactions as of
11 Sep 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
16 Sep 2025, 14:16:30 UTC
Date Of Original Report
12 Sep 2025
Previous filing
11 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BROWN JAMES E President & CEO, Director C/O DURECT CORPORATION, 10240 BUBB ROAD, CUPERTINO /s/ James E. Brown 16 Sep 2025 0001134620

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 DRRX Stock Option (right to buy) Disposed to Issuer -103,077 -100% 0 11 Sep 2025 Common Stock 103,077 $1.30 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James E. Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the terms of an Agreement and Plan of Merger, dated as of July 28, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Bausch Health Americas, Inc. ("Parent"), BHC Lyon Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), and solely for the purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc. ("BHC"), Purchaser completed a tender offer for shares of the Issuer's Common Stock.
F2 Pursuant to the terms of the Merger Agreement, prior to the expiration of the tender offer, the vesting or payment of each option to purchase shares outstanding under the Issuer's 2000 Stock Plan, as amended (the "Issuer Stock Plan") (each, an "Issuer Option"), that had a per share exercise price that was less than the Cash Amount was accelerated. With respect to the shares received upon exercise of such accelerated Issuer Options prior to the Effective Time, all such shares were treated identically with all other shares in connection with the tender offer and the Merger.
F3 (Continued from footnote 2) At the Effective Time, each Issuer Option that had a per share exercise price that was equal to or greater than the Cash Amount, and that was unexercised immediately prior to the Effective Time, was canceled in connection with the Merger. Following the cancellation of each such Issuer Option, each former holder of such Issuer Option is eligible to receive a cash retention bonus subject to the achievement of certain net sales milestones, pursuant to a retention plan approved by the compensation committee of the Issuer's Board of Directors.