David Ramsay - 22 Aug 2022 Form 4 Insider Report for LA JOLLA PHARMACEUTICAL CO (LJPC)

Role: Director
Signature: /s/ Michael Hearne, by power of attorney for David A. Ramsay
Issuer symbol: LJPC
Transactions as of: 22 Aug 2022
Transactions value $: -$623,000
Form type: 4
Filing time: 24 Aug 2022, 20:22:23 UTC
Previous filing: 22 Jun 2022
Next filing: 01 Sep 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LJPC	Common Stock	Disposed to Issuer	-$623K	-100K	-100%	$6.23	0	22 Aug 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LJPC	Stock Option (Right to Buy)	Disposed to Issuer	-18K	-100%	22 Aug 2022	Common Stock	18K	$8.43	Direct	F2
transaction	LJPC	Stock Option (Right to Buy)	Disposed to Issuer	-12K	-100%	22 Aug 2022	Common Stock	12K	$3.93	Direct	F2
transaction	LJPC	Stock Option (Right to Buy	Disposed to Issuer	-30K	-100%	22 Aug 2022	Common Stock	30K	$4.53	Direct	F2
transaction	LJPC	Stock Option (Right to Buy)	Disposed to Issuer	-30K	-100%	22 Aug 2022	Common Stock	30K	$4.81	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Ramsay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.