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*
Canaan VIII LP

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Durata Therapeutics, Inc. [ DRTX ]
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)
11/17/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/17/2014 U 1,902,030 D (1) 0 D(2)
Common Stock 11/17/2014 D 5,034 D (1) 0 I See footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock $0.00 11/17/2014 D 1,216 (4) 02/27/2022 Common Stock 1,216 (5) 0 I See footnote(3)
Stock Option (right to buy) $16.15 11/17/2014 D 8,575 (6) 05/20/2024 Common Stock 8,575 (5) 0 I See footnote(3)
1. Name and Address of Reporting Person*
Canaan VIII LP

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Canaan Partners VIII LLC

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Canaan Management, Inc.

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 5, 2014, by and among Durata Therapeutics, Inc., Actavis W.C. Holding Inc., and Delaware Merger Sub, Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Durata common stock was validly tendered for $23 per share in cash plus one non-transferable contingent value right for each share (each a "CVR"), which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
2. Shares held directly by Canaan VIII L.P ("Canaan L.P."). Canaan Partners VIII LLC ("Canaan LLC"), the general partner of Canaan L.P., may be deemed to share voting, investment and dispositive power with respect to shares held by Canaan L.P., but disclaims beneficial ownership of the securities held by Canaan L.P. except to the extent of any pecuniary interest therein. Mr. Brenton K. Ahrens, a member and manager of Canaan LLC and a vice-president of Canaan Management, Inc. ("Canaan Management", and together with Canaan L.P. and Canaan LLC, the "Canaan Entities"), serves as the representative of the Canaan Entities on the Issuer's board of directors.
3. Mr. Ahrens, pursuant to an agreement with Canaan Management, is contractually obligated to assign any remuneration received for service as a director to Canaan Management. Each of the Canaan Entities disclaims beneficial ownership in the stock options held by Mr. Ahrens, except to the extent, if any, of its pecuniary interest therein.
4. Shares of common stock which vest in 7 substantially equal monthly installments, the first installment of which vested on August 28, 2014. Such shares have no expiration date.
5. Pursuant to the terms of the Merger Agreement and the Offer, each stock option and share of restricted stock that was outstanding and unexercised as of the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $23 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $5.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes.
6. These options were granted on May 21, 2014 to Mr. Ahrens with respect to 8,575 shares of common stock, vesting in twelve substantially equal monthly installments over a one year period, and expire on May 20, 2024.
Remarks:
Exhibit 99 - Joint Filer Information
Canaan VIII L.P., By: Canaan Partners VIII LLC, its general partner, By: /s/ Jaime E. Slocum, Attorney-in-Fact 11/19/2014
Canaan Partners VIII LLC, By: /s/ Jaime E. Slocum, Attorney-in-Fact 11/19/2014
Canaan Management, Inc., By: /s/ Brenton K. Ahrens, Vice President 11/19/2014
** Signature of Reporting Person Date
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