0000904454-17-000720.txt : 20171213 0000904454-17-000720.hdr.sgml : 20171213 20171213163843 ACCESSION NUMBER: 0000904454-17-000720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171211 FILED AS OF DATE: 20171213 DATE AS OF CHANGE: 20171213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Halak Brian K CENTRAL INDEX KEY: 0001354718 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254249 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES STREET 2: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOVEY BRIAN H CENTRAL INDEX KEY: 0001207786 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254252 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VITULLO NICOLE CENTRAL INDEX KEY: 0001196863 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254250 MAIL ADDRESS: STREET 1: 3030 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TREU JESSE I CENTRAL INDEX KEY: 0001013425 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254251 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DP VIII Associates, L.P. CENTRAL INDEX KEY: 0001465143 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254254 BUSINESS ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-5656 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLAIR JAMES C CENTRAL INDEX KEY: 0001024000 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254253 MAIL ADDRESS: STREET 1: 5880 PACIFIC CENTER BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121-4204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ocera Therapeutics, Inc. CENTRAL INDEX KEY: 0001274644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 631192270 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 615 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6504750158 MAIL ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 615 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: TRANZYME INC DATE OF NAME CHANGE: 20031230 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-11 1 0001274644 Ocera Therapeutics, Inc. OCRX 0001465143 DP VIII Associates, L.P. C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001024000 BLAIR JAMES C C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001207786 DOVEY BRIAN H C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001013425 TREU JESSE I C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001196863 VITULLO NICOLE C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001354718 Halak Brian K C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 Common Stock 2017-12-11 4 D 0 7333 D 0 D Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between the Issuer, MAK LLC, a Delaware limited liability company ("Parent"), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and for limited purposes, Mallinckrodt plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser ("Mallinckrodt"), Purchaser was merged with and into the Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger were canceled and converted automatically into the right to receive (i) $1.52 per share in cash, plus (ii) one non-transferable contingent value right per Share (each, a "CVR"), which represents the contractual right under a contingent value rights agreement, by and among Parent, Continental Stock Transfer & Trust Company, and for limited purposes, Mallinckrodt, entered into on December 7, 2017, to receive one or more payments in cash currently estimated to be up to $2.58 per share, contingent upon the achievement of certain milestones, in each case, less any required withholding taxes. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. /s/ Lisa A. Kraeutler, as Attorney-in-Fact for DP VIII Associates, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak 2017-12-13