Sec Form 4 Filing - Fromkin Andrew J. @ Tobira Therapeutics, Inc. - 2016-11-01

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 Fromkin Andrew J. 2. Issuer Name and Ticker or Trading Symbol Tobira Therapeutics, Inc. [ TBRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TOBIRA THERAPEUTICS, INC., 701 GATEWAY BOULEVARD STE. 300 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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, par value $0.001 11/01/2016 U 11 D 0 D Common Stock, par value $0.001 11/01/2016 U 5 D 0 I Held by children of Reporting Person

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 Employee Stock Option (Right to Buy) $ 58.23 11/01/2016 D 5,666 ( 2 )( 3 )( 4 )( 5 ) 06/12/2024 Common Stock 5,666 ( 2 ) ( 3 ) ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 16.52 11/01/2016 D 15,500 ( 2 )( 3 )( 4 )( 5 ) 07/08/2025 Common Stock 15,500 ( 2 ) ( 3 ) ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 7.91 11/01/2016 D 17,778 ( 2 )( 3 )( 4 )( 5 ) 01/12/2026 Common Stock 17,778 ( 2 ) ( 3 ) ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 8.19 11/01/2016 D 17,695 ( 2 )( 3 )( 4 )( 5 ) 01/01/2025 Common Stock 17,695 ( 2 ) ( 3 ) ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fromkin Andrew J. C/O TOBIRA THERAPEUTICS, INC. 701 GATEWAY BOULEVARD STE. 300 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/Brian Savage, Attorney-in-Fact 11/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares tendered for an offer price of $28.35 per share in cash (the "Closing Amount"), plus one non-transferable contingent value right per share (each, a "CVR"), 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, in each case without any interest thereon and subject to any required tax withholdings , pursuant to the tender offer consummated on November 1, 2016 according to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, by and among the Issuer, Allegan Holdco US, Inc.("Parent") and Sapphire Acquisition Corp. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger"). ( 2 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, by and among the Issuer, Allergan Holdco US, Inc. ("Parent") and Sapphire Acquisition Corp. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger"), each option to purchase shares (a "Company Option") of common stock, par value $0.001 per share, of Tobira Therapeutics, Inc. (the "Shares") that was then outstanding and unexercised, whether or not vested and which had a per-Share exercise price less than $28.35 per Share in cash (the "Closing Amount") (each, an "In the Money Option"), was cancelled and converted into the right to receive (i) a cash payment 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 of the Merger (the "Effective Time") ( 3 )(continued from Footnote 1) and (ii) a contingent value right with respect to the total number of Shares subject to such In the Money Option immediately prior to the Effective Time. At the Effective Time, each Company Option other than an In the Money Option that was then outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled and converted into the right to receive a cash payment, if any, from Parent with respect to each Share subject to such Out of the Money 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 ("CVR Agreement") on or prior to the fifth anniversary of the Effective Time (each such date, a "Valuation Point"), ( 4 )(continued from Footnote 1) equal to (i) the amount by which the sum of (A) the Closing Amount, (B) the amount per Share previously paid in respect of any earlier Valuation Points and (C) the amount per Share in cash to be paid at such Valuation Point under the CVR Agreement exceeds the exercise price payable per Share under such Out of the Money Option, less (ii) the amount of all payments previously received with respect to such Out of the Money Option. Notwithstanding the foregoing description, any Out of the Money Options with an exercise price payable per Share equal to or greater than $78.19 were cancelled at the Effective Time without any consideration payable therefor. ( 5 )The Shares subject to this option were fully vested immediately prior to the Effective Time.

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