Filing Details

Accession Number:
0000920465-20-000123
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-07-29 17:24:15
Reporting Period:
2020-07-28
Accepted Time:
2020-07-29 17:24:15
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1373707 Tetraphase Pharmaceuticals Inc TTPH Biological Products, (No Disgnostic Substances) (2836) CA
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
920465 La Jolla Pharmaceutical Co 4550 Towne Centre Court
San Diego CA 92121
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Per Share Acquisiton 2020-07-28 3,737,360 $2.00 4,822,360 No 4 P Indirect See Explanation of Responses
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Explanation of Responses
Footnotes
  1. This Statement of Changes in Beneficial Ownership on Form 4 is being filed by La Jolla Pharmaceutical Company, a California corporation ("Parent"). The securities described herein were acquired pursuant to a tender offer (the "Offer") by TTP Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser") to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Tetraphase Pharmaceuticals, Inc., a Delaware corporation, at a price of $2.00 per Share plus one non-transferable contractual contingent value right per Share on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2020 (as amended by the Schedule TO-T/A filed by Parent and Purchaser with the U.S. Securities and Exchange Commission ("SEC") on July 29, 2020).
  2. Following the reported transaction: (a) Purchaser beneficially owns directly the 3,737,360 Shares it purchased in the Offer; and (b) Parent beneficially owns indirectly an aggregate of 4,822,360 Shares, comprised of: (i) the 3,737,360 Shares that Purchaser purchased in the Offer; and (ii) the 1,085,000 Shares that Parent acquired through a series of open-market purchases made between June 10, 2020 and June 19, 2020 (as reported on a Statement of Beneficial Ownership on Schedule 13D filed with the SEC on June 22, 2020) and contributed to its non-wholly owned subsidiary, La Jolla Pharmaceutical Holdings, LLC, a Delaware limited liability company ("Holdings") on July 23, 2020. Parent is the Manager of Holdings and has the sole power to exercise voting and investment control over the Shares held by Holdings. Parent holds direct equity interests in each of Purchaser and Holdings.