Gail M. Farfel - 11 Sep 2025 Form 4 Insider Report for DURECT CORP (DRRX)

Reporting relationship: Director
Issuer ticker: DRRX
Reported as of: 11 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 12 Sep 2025, 20:20:37 UTC
Prior SEC filing: 11 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Gail M. Farfel

Key filing fact

Gail M. Farfel filed Form 4 for DURECT CORP (DRRX) on 12 Sep 2025.

Key facts

This page summarizes Gail M. Farfel's Form 4 filing for DURECT CORP (DRRX).
6 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 12 Sep 2025, 20:20.

Change

Previous filing in this sequence was filed on 11 Sep 2025.
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

Reporting Owners (1)

CIK 0001614780 Primary reporting owner

Farfel Gail M

Relationship: Director
Address: C/O DURECT CORPORATION, 10240 BUBB ROAD, CUPERTINO
Signature: /s/ Gail M. Farfel
Signature date: 12 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DRRX transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -15,500
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

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

DRRX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -7,000
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,000
Exercise price: $5.68
Footnotes: F3, F4

DRRX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,500
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,500
Exercise price: $23.30
Footnotes: F3, F4

DRRX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,500
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,500
Exercise price: $16.60
Footnotes: F3, F4

DRRX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,500
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,500
Exercise price: $5.46
Footnotes: F3, F4

DRRX transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,500
Change %: -100%
Price
Shares after: 0
Date: 11 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,500
Exercise price: $5.29
Footnotes: F3, F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gail M. Farfel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

(Continued from footnote 1) Tendering stockholders received a consideration of $1.75 per share, net to the seller of such shares in cash, without interest thereon and less any applicable withholding taxes (the "Cash Amount"), plus one non-tradeable contingent value right per share, representing the contractual right to receive the pro rata portion, in cash, of two milestone payments of up to $350,000,000 in the aggregate, minus any amount actually paid to option holders under a retention plan in respect of the applicable milestone, in each case, without interest thereon and less any applicable withholding taxes, upon achievement of the specified milestones. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of September 11, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.

Footnote F3

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.

Footnote F4

(Continued from footnote 3) 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.