0001209191-13-044239.txt : 20130913
0001209191-13-044239.hdr.sgml : 20130913
20130913191914
ACCESSION NUMBER: 0001209191-13-044239
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: Schmid John P.
CENTRAL INDEX KEY: 0001478916
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34828
FILM NUMBER: 131097429
MAIL ADDRESS:
STREET 1: 6310 NANCY RIDGE DRIVE
STREET 2: 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
0001478916
Schmid John P.
C/O TRIUS THERAPEUTICS, INC.
6310 NANCY RIDGE DR, # 105
SAN DIEGO
CA
92121
0
1
0
0
Chief Financial Officer
Common Stock
2013-09-11
4
D
0
107639
D
0
D
Stock Option (right to buy)
1.29
2013-09-11
4
D
0
28720
12.21
D
2018-05-20
Common Stock
28720
0
D
Stock Option (right to buy)
1.29
2013-09-11
4
D
0
8138
12.21
D
2019-01-08
Common Stock
8138
0
D
Stock Option (right to buy)
3.50
2013-09-11
4
D
0
75000
10.00
D
2020-11-02
Common Stock
75000
0
D
Stock Option (right to buy)
4.80
2013-09-11
4
D
0
85000
8.70
D
2022-03-07
Common Stock
85000
0
D
Stock Option (right to buy)
6.13
2013-09-11
4
D
0
140000
7.37
D
2023-03-06
Common Stock
140000
0
D
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