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

Signature
/s/ Kevin Tang
Stock symbol
LJPC
Transactions as of
Aug 22, 2022
Transactions value $
-$59,857,429
Form type
4
Date filed
8/24/2022, 04:02 PM
Previous filing
Jan 14, 2022
Next filing
Mar 14, 2023

Transactions Table

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

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 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, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin Tang 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"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as Chief Financial Officer of TCM. Mr. Tang and Mr. Hearne each have a pecuniary interest in the shares beneficially held by TCP.
F3 Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-1(2) Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.