Robert H. Rosen - 22 Aug 2022 Form 4 Insider Report for LA JOLLA PHARMACEUTICAL CO

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 22 Aug 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 24 Aug 2022, 20:27:43 UTC
Prior SEC filing: 14 Jan 2022
Source filing: View source filing
Reporting owner signature: /s/ Michael Hearne, by power of attorney for Robert H. Rosen

Key filing fact

Robert H. Rosen filed Form 4 for LA JOLLA PHARMACEUTICAL CO on 24 Aug 2022.

Key facts

This page summarizes Robert H. Rosen's Form 4 filing for LA JOLLA PHARMACEUTICAL CO.
9 reported transactions and 9 derivative rows are listed below.
Accepted by SEC: 24 Aug 2022, 20:27.

Change

Previous filing in this sequence was filed on 14 Jan 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -18,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 18,000
Exercise price: $8.52
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $19.69
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $28.24
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $19.19
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $28.10
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -12,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 12,000
Exercise price: $5.99
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -12,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 12,000
Exercise price: $3.93
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -30,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 30,000
Exercise price: $4.53
Footnotes: F1, F2

LJPC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -30,000
Change %: -100%
Price
Shares after: 0
Date: 22 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 30,000
Exercise price: $4.81
Footnotes: F1, F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Robert H. Rosen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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").

Footnote 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.