Sec Form 4 Filing - DOMAIN ASSOCIATES @ Tobira Therapeutics, Inc. - 2016-11-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DOMAIN ASSOCIATES
2. Issuer Name and Ticker or Trading Symbol
Tobira Therapeutics, Inc. [ TBRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE PALMER SQUARE,
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2016
(Street)
PRINCETON, NJ08542
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/01/2016 U 38,094 D $ 28.35 ( 1 ) 0 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 36 11/01/2016 D 1,996 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,996 ( 3 ) ( 4 ) 0 I Held by Jesse I. Treu
Stock Option (Right to Buy) $ 42.93 11/01/2016 D 1,071 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,071 ( 3 ) ( 4 ) 0 I Held by Jesse I. Treu
Stock Option (Right to Buy) $ 8.19 11/01/2016 D 17,695 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 17,695 ( 3 ) ( 4 ) 0 I Held by Jesse I. Treu
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOMAIN ASSOCIATES
ONE PALMER SQUARE
PRINCETON, NJ08542
X
BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Kamdar Kim P.
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Signatures
/s/ Lisa A. Kraeutler, as attorney-in-fact for Domain Associates, LLC, J. Blair, B. Dovey, J. Treu, N. Vitullo, B. Halak and K. Kamdar 11/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of a merger agreement, pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., the shares were tendered for $28.35 per share in cash plus one non-transferable contingent value right per share, which represents the contractual right to receive one or more payments in cash of up to $49.84 per share in the aggregate, contingent upon the achievement of certain milestones.
( 2 )The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly benefically owned by each of the Reporting Owners listed below, each of whom is a managing member of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
( 3 )Pursuant to the terms of the merger described above, each outstanding option to purchase Common Stock which had an exercise price less than $28.35 per share was cancelled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (x) $28.35 over (y) the exercise price per share, multiplied by (B) the total number of shares subject to such option immediately prior to the effective time of the merger and (ii) a contingent value right with respect to the total number of shares subject to such option immediately prior to the effective time of the merger.
( 4 )Each other outstanding option to purchase Common Stock was cancelled and converted into the right to receive a cash payment, if any, from Allergan Holdco US, Inc. with respect to each share subject to such option upon each date that a payment would be required to a holder of a contingent value right under the terms of the contingent value rights agreement that was entered into in connection with the merger agreement on or prior to the fifth anniversary of the effective time of the merger.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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