Sec Form 4 Filing - TANG KEVIN C @ 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
TANG KEVIN C
2. Issuer Name and Ticker or Trading Symbol
LA JOLLA PHARMACEUTICAL CO [ LJPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4747 EXECUTIVE DRIVE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2022
(Street)
SAN DIEGO, CA92121
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 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
Series C-1(2) Convertible Preferred Stock ( 3 ) 08/22/2022 U 3,519.315 ( 3 ) ( 3 ) Comm on Stock 6,067,439 ( 3 ) 0 I( 2 ) By LP( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA92121
X X
TANG CAPITAL PARTNERS LP
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA92121
X
TANG CAPITAL MANAGEMENT LLC
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA92121
X
Hearne Michael S
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA92121
Chief Financial Officer
Signatures
/s/ Kevin Tang 08/24/2022
Signature of Reporting Person Date
/s/ Kevin Tang, Managing Member of Tang Capital Management, LLC, General Partner 08/24/2022
Signature of Reporting Person Date
/s/ Kevin Tang, Managing Member 08/24/2022
Signature of Reporting Person Date
/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"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Michael Hearne is the Chief Financial Officer of La Jolla Pharmaceutical Company, as well as Chief Financial Officer of TCM. Mr. Tang and Mr. Hearne each have a pecuniary interest in the shares beneficially held by TCP.
( 3 )Pursuant to the Merger Agreement, at the Effective Time, each share of Series C-1(2) Convertible Preferred Stock was converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.

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