0000904454-17-000722.txt : 20171213 0000904454-17-000722.hdr.sgml : 20171213 20171213164231 ACCESSION NUMBER: 0000904454-17-000722 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: DOVEY BRIAN H CENTRAL INDEX KEY: 0001207786 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254285 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: 171254283 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: 171254284 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: 171254286 MAIL ADDRESS: STREET 1: 5880 PACIFIC CENTER BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121-4204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Domain Partners VI, L.P. CENTRAL INDEX KEY: 0001298033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35119 FILM NUMBER: 171254287 BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: (609) 683-5656 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 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 0001298033 Domain Partners VI, 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 Common Stock 2017-12-11 4 D 0 1857036 D 0 D Warrant to Purchase Common Stock .67 2017-12-11 4 D 0 20150 0 D 2013-07-15 2019-03-30 Common Stock 20150 0 D Warrant to Purchase Common Stock .67 2017-12-11 4 D 0 20150 0 D 2013-07-15 2019-10-01 Common Stock 20150 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 VI, 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. At the effective time of the Merger, each warrant that was outstanding and unexercised immediately prior to the effective time of the Merger, with an exercise price less than $1.52, was cancelled and converted into the right of the holder of such warrant to receive, for each share of Common Stock underlying such warrant, (i) an amount in cash equal to the excess, if any, of $1.52 over the applicable exercise price for such share, and (ii) one CVR. /s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VI, L.P., J. Blair, B. Dovey, J. Treu and N. Vitullo 2017-12-13