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