SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TANG KEVIN C

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE,

SUITE 510

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ardea Biosciences, Inc./DE [ RDEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/19/2012		D		15,089	D	$32	0	D⁽¹⁾
Common Stock	06/19/2012		D		67,052	D	$32	0	I⁽²⁾	As Trustee⁽²⁾
Common Stock	06/19/2012		D		3,733,582	D	$32	0	I⁽³⁾	By LP⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$16.49	06/19/2012		D			5,000	⁽⁴⁾	02/01/2014	Common Stock	5,000	$15.51	0	D
Non-Qualified Stock Option (right to buy)	$13.93	06/19/2012		D			25,000	⁽⁴⁾	06/10/2014	Common Stock	25,000	$18.07	0	D
Non-Qualified Stock Option (right to buy)	$4.08	06/19/2012		D			10,000	⁽⁴⁾	01/02/2015	Common Stock	10,000	$27.92	0	D
Non-Qualified Stock Option (right to buy)	$3.5	06/19/2012		D			12,500	⁽⁴⁾	02/12/2016	Common Stock	12,500	$28.5	0	D
Non-Qualified Stock Option (right to buy)	$4.24	06/19/2012		D			12,500	⁽⁴⁾	01/02/2017	Common Stock	12,500	$27.76	0	D
Non-Qualified Stock Option (right to buy)	$5.85	06/19/2012		D			1,250	⁽⁴⁾	06/14/2017	Common Stock	1,250	$26.15	0	D
Non-Qualified Stock Option (right to buy)	$5.85	06/19/2012		D			2,500	⁽⁴⁾	06/14/2017	Common Stock	2,500	$26.15	0	D
Non-Qualified Stock Option (right to buy)	$15.69	06/19/2012		D			12,500	⁽⁴⁾	01/01/2018	Common Stock	12,500	$16.31	0	D
Non-Qualified Stock Option (right to buy)	$15.69	06/19/2012		D			7,500	⁽⁴⁾	01/01/2018	Common Stock	7,500	$16.31	0	D
Non-Qualified Stock Option (right to buy)	$12.16	06/19/2012		D			12,500	⁽⁴⁾	01/01/2019	Common Stock	12,500	$19.84	0	D
Non-Qualified Stock Option (right to buy)	$12.16	06/19/2012		D			5,000	⁽⁴⁾	01/01/2019	Common Stock	5,000	$19.84	0	D
Non-Qualified Stock Option (right to buy)	$12.16	06/19/2012		D			2,500	⁽⁴⁾	01/01/2019	Common Stock	2,500	$19.84	0	D
Non-Qualified Stock Option (right to buy)	$14.29	06/19/2012		D			12,500	⁽⁴⁾	01/03/2020	Common Stock	12,500	$17.71	0	D
Non-Qualified Stock Option (right to buy)	$25.97	06/19/2012		D			12,500	⁽⁴⁾	01/02/2021	Common Stock	12,500	$6.03	0	D
Non-Qualified Stock Option (right to buy)	$16.47	06/19/2012		D			12,500	⁽⁴⁾	01/02/2022	Common Stock	12,500	$15.53	0	D
Common Stock Warrant (right to buy)	$11.14	06/19/2012		D			39,163	⁽⁵⁾	12/18/2013	Common Stock	39,163	$20.86	0	I⁽³⁾	By LP⁽³⁾

Explanation of Responses:

1. The securities are owned by Kevin C. Tang's IRA.

2. The securities are owned by Kevin C. Tang as custodian for his minor children and as Trustee of the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as Trustee and in which he is a participant. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. This option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 21, 2012, by and among Ardea Biosciences, Inc. ("Ardea"), Zeneca Inc. and QAM Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $32.00 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the option; and (ii) the number of shares of Ardea common stock underlying the option.

5. This warrant was canceled pursuant to the Merger Agreement in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $32.00 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the warrant; and (ii) the number of shares of Ardea common stock underlying the warrant.

Remarks:

	/s/ Kevin C. Tang	06/20/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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