0000904454-17-000725.txt : 20171213
0000904454-17-000725.hdr.sgml : 20171213
20171213165256
ACCESSION NUMBER: 0000904454-17-000725
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: 171254359
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: 171254357
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: 171254358
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: 171254360
MAIL ADDRESS:
STREET 1: 5880 PACIFIC CENTER BLVD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121-4204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DP VI Associates, L.P.
CENTRAL INDEX KEY: 0001298034
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35119
FILM NUMBER: 171254361
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
0001298034
DP VI 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
Common Stock
2017-12-11
4
D
0
15731
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 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.
/s/ Lisa A. Kraeutler, as Attorney-in-Fact for DP VI Associates, L.P., J. Blair, B. Dovey, J. Treu and N. Vitullo
2017-12-13