Filing Details
- Accession Number:
- 0000904454-16-001545
- Form Type:
- 13D Filing
- Publication Date:
- 2016-11-04 16:49:50
- Filed By:
- Domain Partners Vi, L.p.
- Company:
- Tobira Therapeutics Inc. (NASDAQ:TBRA)
- Filing Date:
- 2016-11-04
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| (VOLUNTARY) Domain Partners VI | 0 | 0 | 0 | 0 | 0 | 0 14. TYPE OF REPORTING PERSON PN CUSIP No. 88883P101 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) DP VI Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON PN CUSIP No. 88883P101 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Domain Associates, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON OO CUSIP No. 88883P101 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Domain Partners VII, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON PN CUSIP No. 88883P101 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) DP VII Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON PN CUSIP No. 88883P101 AMENDMENT NO. 2 TO SCHEDULE 13D (FINAL AMENDMENT) Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 5, 2013, and Amendment No. 1 thereto filed on May 20, 2015 (as so amended, the Schedule 13D ). Terms defined in the Schedule 13D are used herein as so defined. The following Items of the Schedule 13D are amended as follows Item 5. Interest in Securities of the Issuer. (a) The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13D. (c) On November 1, 2016, pursuant to the terms of a merger agreement pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., all of the shares of Common Stock held by the Reporting Persons 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. (e) The Reporting Persons ceased to beneficially own more than 5% |
| (VOLUNTARY) DP VI Associates | 0 | 0 | 0 | 0 | 0 | |
| (VOLUNTARY) Domain Associates | 0 | 0 | 0 | 0 | 0 | |
| (VOLUNTARY) Domain Partners VII | 0 | 0 | 0 | 0 | 0 | |
| (VOLUNTARY) DP VII Associates | 0 | 0 | 0 | 0 | 0 |
Filing
| SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)1 Tobira Therapeutics, Inc. | |||
| (Name of Issuer) | |||
| Common Stock, $.001 par value | |||
| (Title of Class of Securities) | |||
| 88883P101 | |||
| (CUSIP Number) | |||
| Domain Associates, LLC | Ropes & Gray LLP | ||
| One Palmer Square | 1211 Avenue of the Americas | ||
| Princeton, NJ 08542 | New York, NY 10036 | ||
| Attn: Lisa A. Kraeutler | Attn: Morri H. Weinberg, Esq. | ||
| Tel: (609) 683-5656 | Tel: (212) 596-9000 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |||
| November 1, 2016 | |||
| (Date of Event Which Requires Filing of This Statement) | |||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88883P101
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Domain Partners VI, L.P. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [X] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS | Not Applicable | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | [ ] | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | |
| 8. | SHARED VOTING POWER | 0 | ||
| 9. | SOLE DISPOSITIVE POWER | 0 | ||
| 10. | SHARED DISPOSITIVE POWER | 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0 | ||
| 14. | TYPE OF REPORTING PERSON | PN | ||
CUSIP No. 88883P101
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) DP VI Associates, L.P. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [X] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS | Not Applicable | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | [ ] | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | |
| 8. | SHARED VOTING POWER | 0 | ||
| 9. | SOLE DISPOSITIVE POWER | 0 | ||
| 10. | SHARED DISPOSITIVE POWER | 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0 | ||
| 14. | TYPE OF REPORTING PERSON | PN | ||
CUSIP No. 88883P101
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Domain Associates, LLC | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [X] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS | Not Applicable | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | [ ] | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | |
| 8. | SHARED VOTING POWER | 0 | ||
| 9. | SOLE DISPOSITIVE POWER | 0 | ||
| 10. | SHARED DISPOSITIVE POWER | 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0 | ||
| 14. | TYPE OF REPORTING PERSON | OO | ||
CUSIP No. 88883P101
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) Domain Partners VII, L.P. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [X] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS | Not Applicable | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | [ ] | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | |
| 8. | SHARED VOTING POWER | 0 | ||
| 9. | SOLE DISPOSITIVE POWER | 0 | ||
| 10. | SHARED DISPOSITIVE POWER | 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0 | ||
| 14. | TYPE OF REPORTING PERSON | PN | ||
CUSIP No. 88883P101
| 1. | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) DP VII Associates, L.P. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [X] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS | Not Applicable | ||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | [ ] | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 0 | |
| 8. | SHARED VOTING POWER | 0 | ||
| 9. | SOLE DISPOSITIVE POWER | 0 | ||
| 10. | SHARED DISPOSITIVE POWER | 0 | ||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 | ||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 0 | ||
| 14. | TYPE OF REPORTING PERSON | PN | ||
CUSIP No. 88883P101
AMENDMENT NO. 2 TO SCHEDULE 13D (FINAL AMENDMENT)
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 5, 2013, and Amendment No. 1 thereto filed on May 20, 2015 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined.
The following Items of the Schedule 13D are amended as follows:
Item 5. Interest in Securities of the Issuer.
| (a) | The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13D. |
| (c) | On November 1, 2016, pursuant to the terms of a merger agreement pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., all of the shares of Common Stock held by the Reporting Persons 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. |
| (e) | The Reporting Persons ceased to beneficially own more than 5% of the Common Stock on November 1, 2016. The Issuer has filed a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended. |
CUSIP No. 88883P101
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 4, 2016
| DOMAIN PARTNERS VI, L.P. | |||
| By: | /s/ Lisa A. Kraeutler | ||
| Attorney-in-Fact | |||
| DP VI ASSOCIATES, L.P. | |||
| By: | /s/ Lisa A. Kraeutler | ||
| Attorney-in-Fact | |||
| DOMAIN PARTNERS VII, L.P. | |||
| By: | /s/ Lisa A. Kraeutler | ||
| Attorney-in-Fact | |||
| DP VII ASSOCIATES, L.P. | |||
| By: | /s/ Lisa A. Kraeutler | ||
| Attorney-in-Fact | |||
| DOMAIN ASSOCIATES, LLC | |||
| By: | /s/ Lisa A. Kraeutler | ||
| Attorney-in-Fact | |||
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