0001209191-13-044235.txt : 20130913 0001209191-13-044235.hdr.sgml : 20130913 20130913191434 ACCESSION NUMBER: 0001209191-13-044235 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130911 FILED AS OF DATE: 20130913 DATE AS OF CHANGE: 20130913 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORNEAU MICHAEL CENTRAL INDEX KEY: 0001517780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34828 FILM NUMBER: 131097412 MAIL ADDRESS: STREET 1: C/O TRIUS THERAPEUTICS, INC. STREET 2: 6410 NANCY RIDGE DRIVE, SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-09-11 1 0001356857 Trius Therapeutics Inc TSRX 0001517780 MORNEAU MICHAEL C/O TRIUS THERAPEUTICS, INC. 6310 NANCY RIDGE DR, # 105 SAN DIEGO CA 92121 0 1 0 0 VP Finance & CAO Common Stock 2013-09-11 4 D 0 14070 D 0 D Stock Option (right to buy) 4.00 2013-09-11 4 D 0 80000 9.50 D 2020-08-31 Common Stock 80000 0 D Stock Option (right to buy) 5.15 2013-09-11 4 D 0 15000 8.35 D 2022-02-21 Common Stock 15000 0 D Stock Option (right to buy) 6.13 2013-09-11 4 D 0 30000 7.37 D 2023-03-06 Common Stock 30000 0 D Includes 1,525 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on 9/10/13. Pursuant the terms of that certain Agreement and Plan of Merger, dated as of July 30, 2013, by and among Trius Therapeutics, Inc., Cubist Pharmaceuticals, Inc., and BRGO Corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Trius common stock was validly tendered for $13.50 per share in cash plus one non-transferrable contingent value right for each share (each a "CVR"), which represents the contractual right to receive up to $2.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes. Pursuant the terms of the Merger Agreement and the Offer, each stock option 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 $13.50 per share (minus the exercise price of the option) in cash plus one CVR which represents the contractual right to receive up to $2.00 per share upon the achievement of certain milestones, subject to any required withholding of taxes. /s/ Michael Morneau, Attorney-in-Fact 2013-09-12