| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| GARCIA PETER S | Director | C/O DURECT CORPORATION, 10240 BUBB ROAD, CUPERTINO | /s/ Peter S. Garcia | 2025-09-12 | 0001188956 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DRRX | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -12.5K | -100% | 0 | Sep 11, 2025 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DRRX | Stock Option (right to buy) | Disposed to Issuer | -7K | -100% | 0 | Sep 11, 2025 | Common Stock | 7K | $9.80 | Direct | F3, F4 | ||
| transaction | DRRX | Stock Option (right to buy) | Disposed to Issuer | -5.5K | -100% | 0 | Sep 11, 2025 | Common Stock | 5.5K | $5.46 | Direct | F3, F4 | ||
| transaction | DRRX | Stock Option (right to buy) | Disposed to Issuer | -5.5K | -100% | 0 | Sep 11, 2025 | Common Stock | 5.5K | $5.29 | Direct | F3, F4 |
Peter S. Garcia is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | In connection with the terms of an Agreement and Plan of Merger, dated as of July 28, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Bausch Health Americas, Inc. ("Parent"), BHC Lyon Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), and solely for the purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc. ("BHC"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. |
| F2 | (Continued from footnote 1) Tendering stockholders received a consideration of $1.75 per share, net to the seller of such shares in cash, without interest thereon and less any applicable withholding taxes (the "Cash Amount"), plus one non-tradeable contingent value right per share, representing the contractual right to receive the pro rata portion, in cash, of two milestone payments of up to $350,000,000 in the aggregate, minus any amount actually paid to option holders under a retention plan in respect of the applicable milestone, in each case, without interest thereon and less any applicable withholding taxes, upon achievement of the specified milestones. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of September 11, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. |
| F3 | Pursuant to the terms of the Merger Agreement, prior to the expiration of the tender offer, the vesting or payment of each option to purchase shares outstanding under the Issuer's 2000 Stock Plan, as amended (the "Issuer Stock Plan") (each, an "Issuer Option"), that had a per share exercise price that was less than the Cash Amount was accelerated. With respect to the shares received upon exercise of such accelerated Issuer Options prior to the Effective Time, all such shares were treated identically with all other shares in connection with the tender offer and the Merger. |
| F4 | (Continued from footnote 3) At the Effective Time, each Issuer Option that had a per share exercise price that was equal to or greater than the Cash Amount, and that was unexercised immediately prior to the Effective Time, was canceled in connection with the Merger. Following the cancellation of each such Issuer Option, each former holder of such Issuer Option is eligible to receive a cash retention bonus subject to the achievement of certain net sales milestones, pursuant to a retention plan approved by the compensation committee of the Issuer's Board of Directors. |