Sec Form 4 Filing - Hearne Michael S @ LA JOLLA PHARMACEUTICAL CO - 2022-08-22

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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
Hearne Michael S
2. Issuer Name and Ticker or Trading Symbol
LA JOLLA PHARMACEUTICAL CO [ LJPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O LA JOLLA PHARMACEUTICAL COMPANY, 201 JONES ROAD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2022
(Street)
WALTHAM, MA02451
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 08/22/2022 D( 1 ) 10,186 D $ 6.23( 1 ) 0 D
Common Stock 08/22/2022 U( 1 ) 9,607,934 D $ 6.23( 1 ) 0 I( 2 ) BY LP( 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
Employee Stock Option (Right to Buy) $ 4.55 08/22/2022 D 100,000 ( 3 ) ( 3 ) Common Stock 100,000 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.91 08/22/2022 D 169 ( 3 ) ( 3 ) Common Stock 169 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.4 08/22/2022 D 196 ( 3 ) ( 3 ) Common Stock 196 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.68 08/22/2022 D 141 ( 3 ) ( 3 ) Common Stock 141 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.97 08/22/2022 D 134 ( 3 ) ( 3 ) Common Stock 134 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.53 08/22/2022 D 52,191 ( 3 ) ( 3 ) Common Stock 52,191 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.5 08/22/2022 D 147 ( 3 ) ( 3 ) Common Stock 147 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.88 08/22/2022 D 1,648 ( 3 ) ( 3 ) Common Stock 1,648 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.35 08/22/2022 D 136 ( 3 ) ( 3 ) Common Stock 136 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 6.12 08/22/2022 D 118 ( 3 ) ( 3 ) Common Stock 118 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 6.71 08/22/2022 D 108 ( 3 ) ( 3 ) Common Stock 108 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.24 08/22/2022 D 139 ( 3 ) ( 3 ) Common Stock 139 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.71 08/22/2022 D 127 ( 3 ) ( 3 ) Common Stock 127 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.24 08/22/2022 D 172 ( 3 ) ( 3 ) Common Stock 172 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.18 08/22/2022 D 173 ( 3 ) ( 3 ) Common Stock 173 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.44 08/22/2022 D 164 ( 3 ) ( 3 ) Common Stock 164 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.76 08/22/2022 D 386 ( 3 ) ( 3 ) Common Stock 386 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.3 08/22/2022 D 169 ( 3 ) ( 3 ) Common Stock 169 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.9 08/22/2022 D 148 ( 3 ) ( 3 ) Common Stock 148 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.28 08/22/2022 D 170 ( 3 ) ( 3 ) Common Stock 170 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.61 08/22/2022 D 201 ( 3 ) ( 3 ) Common Stock 201 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.99 08/22/2022 D 728 ( 3 ) ( 3 ) Common Stock 728 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.96 08/22/2022 D 373 ( 3 ) ( 3 ) Common Stock 373 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.02 08/22/2022 D 181 ( 3 ) ( 3 ) Common Stock 181 ( 3 ) 0 D
Employee Stock Option (R ight to Buy) $ 4.01 08/22/2022 D 558 ( 3 ) ( 3 ) Common Stock 558 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 3.9 08/22/2022 D 186 ( 3 ) ( 3 ) Common Stock 186 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.21 08/22/2022 D 173 ( 3 ) ( 3 ) Common Stock 173 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.61 08/22/2022 D 157 ( 3 ) ( 3 ) Common Stock 157 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.81 08/22/2022 D 78,552 ( 3 ) ( 3 ) Common Stock 78,552 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.92 08/22/2022 D 148 ( 3 ) ( 3 ) Common Stock 148 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hearne Michael S
C/O LA JOLLA PHARMACEUTICAL COMPANY
201 JONES ROAD, SUITE 400
WALTHAM, MA02451
Chief Financial Officer
Signatures
/s/ Michael Hearne 08/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
( 2 )The Shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as the Chief Financial Officer of TCM. Mr. Hearne has a pecuniary interest in the shares beneficially held by TCP.
( 3 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Offer Price over the exercise price payable per Share with respect to such Issuer Stock Option.

Remarks:
Form 1 of 2

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