Amended Statement of Beneficial Ownership (sc 13d/a)
19 Noviembre 2014 - 3:58PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
DURATA
THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
26658A 107
(CUSIP
Number)
CANAAN VIII L.P.
c/o CANAAN PARTNERS
285
RIVERSIDE AVENUE, SUITE 250
WESTPORT, CONNECTICUT 06880
(203) 855-0400
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 17, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 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 §240.13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
13D
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CUSIP No. G62185106 |
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Page 2 of 6 Pages |
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1. |
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CANAAN VIII L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
WC |
5. |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization CAYMAN ISLANDS |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
- 0 - |
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8. |
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Shared Voting Power
- 0 - |
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9. |
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Sole Dispositive Power
- 0 - |
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10. |
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Shared Dispositive Power
- 0 - |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - |
12. |
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0%* |
14. |
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Type of Reporting Person (See
Instructions) PN |
13D
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CUSIP No. G62185106 |
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Page 3 of 6 Pages |
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1. |
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CANAAN PARTNERS VIII LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF |
5. |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization DELAWARE |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
- 0 - |
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8. |
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Shared Voting Power
- 0 - |
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9. |
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Sole Dispositive Power
- 0 - |
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10. |
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Shared Dispositive Power
- 0 - |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - |
12. |
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0%* |
14. |
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Type of Reporting Person (See
Instructions) OO |
13D
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CUSIP No. G62185106 |
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Page 4 of 6 Pages |
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1. |
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CANAAN MANAGEMENT, INC. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) x |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF |
5. |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization DELAWARE |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
- 0 - |
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8. |
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Shared Voting Power
- 0 - |
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9. |
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Sole Dispositive Power
- 0 - |
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10. |
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Shared Dispositive Power
- 0 - |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - |
12. |
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Check if
the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0%* |
14. |
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Type of Reporting Person (See
Instructions) CO |
13D
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CUSIP No. G62185106 |
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Page 5 of 6 Pages |
Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission on July 30, 2012 (the
Schedule 13D). Terms defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby
amended as follows:
ITEM 4. |
PURPOSE OF TRANSACTION. |
On November 17, 2014 (the Closing Date), Actavis W.C.
Holding Inc. (Parent) completed its tender offer and acquisition of all of the shares of Common Stock of the Issuer (the Tender Offer and Merger) at a purchase price of (a) $23.00 per share, net to the
seller in cash, without interest and less any applicable withholding taxes (the Cash Consideration) plus (b) one contractual contingent value right per Share (each, a CVR), which represents the right to
receive contingent payments of up to $5.00 in cash in the aggregate, if any, without interest and net of applicable withholding taxes, if specified milestones are achieved (the Cash Consideration plus one CVR, referred to herein collectively as the
Offer Price). Also on the Closing Date, (i) each outstanding Issuer stock option fully vested and automatically became cancelled and terminated as of the Closing Date and the holder thereof became entitled to receive
(a) an amount in cash, equal to the product of (1) the number of shares of common stock of the Issuer underlying such option multiplied by (2) the excess, if any, of the Cash Consideration over the exercise price per share of such
option and (b) one CVR for each share underlying such Issuer stock option outstanding immediately prior to the Effective Time, in each case without interest and less the amount of any tax withholding, and (ii) each outstanding share of
Issuer restricted stock fully vested and the restrictions lapsed, and each such share of restricted stock became cancelled and converted into the right to receive the Offer Price, in each case without interest and less the amount of any tax
withholding.
All 1,907,064 shares of Common Stock, 1,216 shares of restricted stock and stock options to purchase 8,575 shares of Common Stock that were
beneficially owned by the Reporting Persons were sold or cancelled and converted into the right to receive the portion of the Offer Price as described above in connection with the closing of the Tender Offer and Merger.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER. |
(a), (b), (c), (d) and (e):
As of November 17, 2014, the Reporting Persons beneficially owned 0 shares of Common Stock, as a result of the Tender Offer and Merger, and have ceased
to be the beneficial owner of more than five percent of the Issuers Common Stock.
13D
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CUSIP No. G62185106 |
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Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 19, 2014
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CANAAN VIII L.P. |
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By: |
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Canaan Partners VIII LLC, its general partner |
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By: |
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/s/ Guy M. Russo |
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Name: Guy M. Russo |
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Title: Manager |
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CANAAN PARTNERS VIII LLC |
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By: |
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/s/ Guy M. Russo |
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Name: Guy M. Russo |
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Title: Manager |
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CANAAN MANAGEMENT, INC. |
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By: |
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/s/ Guy M. Russo |
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Name: Guy M. Russo |
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Title: Vice-President |
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