ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for monitor Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.

OCRX Ocera Therapeutics, Inc. (MM)

1.79
0.00 (0.00%)
22 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Ocera Therapeutics, Inc. (MM) NASDAQ:OCRX NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.79 0.0001 6.00 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

11/12/2017 8:26pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Grais Linda S
2. Issuer Name and Ticker or Trading Symbol

Ocera Therapeutics, Inc. [ OCRX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O OCERA THERAPEUTICS, INC., 555 TWIN DOLPHIN DRIVE, SUITE 615
3. Date of Earliest Transaction (MM/DD/YYYY)

12/11/2017
(Street)

REDWOOD CITY, CA 94065
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/11/2017     D    230000   D $1.52   (1) (2) (3) 0   D    
Common Stock   12/11/2017     D    70000   D $1.52   (1) (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $2.15   12/11/2017     D         289200      (4) (5) (6) 12/14/2026   Common Stock   289200     (4) (5) (6) 0   D    
Stock Option (Right to Buy)   $2.98   12/11/2017     D         348600      (4) (5) (7) 1/5/2026   Common Stock   348600     (4) (5) (7) 0   D    
Stock Option (Right to Buy)   $3.76   12/11/2017     D         160000      (4) (5) (8) 6/17/2025   Common Stock   160000     (4) (5) (8) 0   D    
Stock Option (Right to Buy)   $7.38   12/11/2017     D         491550      (4) (5) (9) 8/13/2023   Common Stock   491550     (4) (5) (9) 0   D    
Stock Option (Right to Buy)   $7.84   12/11/2017     D         37500      (4) (5) (10) 6/11/2024   Common Stock   37500     (4) (5) (10) 0   D    
Stock Option (Right to Buy)   $0.67   12/11/2017     D         30826      (4) (5) (11) 6/13/2022   Common Stock   30826     (4) (5) (11) 0   D    
Stock Option (Right to Buy)   $0.67   12/11/2017     D         30827      (4) (5) (12) 6/13/2022   Common Stock   30827     (4) (5) (12) 0   D    
Stock Option (Right to Buy)   $0.67   12/11/2017     D         11969      (4) (5) (13) 6/16/2021   Common Stock   11969     (4) (5) (13) 0   D    

Explanation of Responses:
(1)  Pursuant to an Agreement and Plan of Merger, dated November 1, 2017 (the "Merger Agreement"), by and between Ocera Therapeutics, Inc., a Delaware corporation (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 Issuer on December 11, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
(2)  (Continued from Footnote 1) Pursuant to the terms of the Merger Agreement, all shares of common stock, $0.00001 par value per share (the "Shares"), of the Issuer outstanding immediately prior to the effective time of the Merger (the "Effective Time") , were canceled and converted automatically and without any required action on the part of the Reporting Person into the right to receive (i) $1.52 per Share in cash, without interest, 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 (the "CVR Agreement"), 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.
(3)  At the Effective Time of the Merger, each restricted stock unit outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested and canceled in exchange for a right to receive, for each share of common stock underlying the restricted stock unit, (i) an amount in cash, equal to $1.52, without interest plus (ii) one CVR, less any required withholding taxes.
(4)  Pursuant to the terms of the Merger Agreement, each option to purchase a share of the Issuer's common stock outstanding and unexercised immediately prior to the Effective Time, whether or not vested and which had a per-share exercise price of less than the $1.52 (each, an "In the Money Option") was canceled and converted into the right of the holder of such In the Money Company Stock Option to receive, for each Share underlying such In the Money Company Stock Option, (i) an amount in cash, without interest and subject to deduction for any required withholding taxes, equal to the excess, if any, of $1.52 over the applicable exercise price for such Share, plus (ii) one CVR.
(5)  (Continued from Footnote 4) All other options (each, an "Out of the Money Option") that were outstanding and unexercised and whether or not vested, were canceled and converted into the right to receive one or more cash payments, if any, at each Milestone Payment Date (as defined in the CVR Agreement) equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds the exercise price payable per Share subject to such Out of the Money Option, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option. Any Out of the Money Option with an exercise price per Share equal to or greater than $4.10 was cancelled without any consideration payable therefore.
(6)  This Out of the Money Option, which provided for vesting in 48 equal monthly installments beginning on January 15, 2017, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.15, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
(7)  This Out of the Money Option, which provided for vesting in 48 equal monthly installments beginning on February 6, 2016, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.98, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
(8)  This Out of the Money Option, which provided for vesting with respect to 25% of such options on June 18, 2017, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger in exchange for the right to receive one or more cash payments, without interest and subject to deduction for any required withholding taxes, equal to (i) the amount by which the Per Share Value Paid (as defined in the Merger Agreement) exceeds $2.98, less (ii) the amount of all payments previously paid with respect to such Out of the Money Option.
(9)  This Out of the Money Option, which provided for vesting with respect to 25% of such options on August 13, 2015, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger for no consideration
(10)  This Out of the Money Option, which provided for vesting with respect to 25% of such options on June 11, 2016, with the remaining 75% of such options vesting in equal monthly installments over the next succeeding three year period, was cancelled in connection with the Merger for no consideration.
(11)  This In the Money Option, which became fully vested on August 7, 2013, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
(12)  This In the Money Option, which became fully vested on July 15, 2013, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.
(13)  This In the Money Option, which became fully vested on July 16, 2011, was cancelled in connection with the Merger in exchange for the right to receive (i) a cash payment, without interest and subject to deduction for any required withholding taxes, equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) a CVR with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Grais Linda S
C/O OCERA THERAPEUTICS, INC.
555 TWIN DOLPHIN DRIVE, SUITE 615
REDWOOD CITY, CA 94065
X
President and CEO

Signatures
/s/ Michael Byrnes, Attorney-In-Fact 12/11/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1 Year Ocera Therapeutics, Inc. Chart

1 Year Ocera Therapeutics, Inc. Chart

1 Month Ocera Therapeutics, Inc. Chart

1 Month Ocera Therapeutics, Inc. Chart