0000899243-20-020626.txt : 20200729 0000899243-20-020626.hdr.sgml : 20200729 20200729162755 ACCESSION NUMBER: 0000899243-20-020626 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200728 FILED AS OF DATE: 20200729 DATE AS OF CHANGE: 20200729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Watt Christopher CENTRAL INDEX KEY: 0001663605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35837 FILM NUMBER: 201057538 MAIL ADDRESS: STREET 1: C/O TETRAPHASE PHARMACEUTICALS, INC. STREET 2: 480 ARSENAL STREET, SUITE 110 CITY: WATERTOWN STATE: MA ZIP: 02472 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TETRAPHASE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001373707 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 480 ARSENAL WAY CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617.715.3600 MAIL ADDRESS: STREET 1: 480 ARSENAL WAY CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-28 1 0001373707 TETRAPHASE PHARMACEUTICALS INC TTPH 0001663605 Watt Christopher C/O TETRAPHASE PHARMACEUTICALS, INC. 480 ARSENAL WAY WATERTOWN MA 02472 0 1 0 0 Senior Vice President, Finance Common Stock 2020-07-28 4 U 0 768.65 D 0 D Restricted Stock Units 2020-07-28 4 D 0 466.55 0.00 D 2025-09-30 Common Stock 466.55 0 D Restricted Stock Units 2020-07-28 4 D 0 388.85 0.00 D 2026-01-05 Common Stock 388.85 0 D Restricted Stock Units 2020-07-28 4 D 0 1043.95 0.00 D 2028-04-01 Common Stock 1043.95 0 D Restricted Stock Units 2020-07-28 4 D 0 3515 0.00 D 2029-01-16 Common Stock 3515 0 D Performance-vested Restricted Stock Units 2020-07-28 4 D 0 55 0.00 D 2027-01-30 Common Stock 55 0 D Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 24, 2020, by and among Tetraphase Pharmaceuticals, Inc. ("Tetraphase"), TTP Merger Sub, Inc. and La Jolla Pharmaceutical Company (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive (i) $2.00 per Share (the "Cash Consideration"), to the holder in cash, without interest and less any applicable withholding taxes, plus (ii) one non-transferable contractual contingent value right per Share (a "CVR") representing the right to receive certain consideration based on the achievement of net sales milestones. Each restricted stock unit ("Tetraphase RSU") represents a right to vest in and receive shares of Tetraphase common stock and and each performance-vested restricted stock unit ("Tetraphase PRSU") represents a right to vest in and receive shares of Tetraphase common stock only if specific regulatory and commercial milestones are achieved. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each outstanding Tetraphase RSU and each outstanding Tetraphase PRSU will vest in full and automatically be canceled and converted into the right to receive, subject to applicable withholding, the product of (a) the total number of Shares then underlying such Tetraphase RSU or Tetraphase PRSU, as applicable, multiplied by (b) the Offer Price, without any interest. /s/ Maria Stahl, Attorney-in-Fact 2020-07-29