President & CEO Brown James E returned 96,959 shares to the company, closing all direct ownership in the company (SEC Form 4)

9/12/25 8:47:03 PM ET

$DRRX

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $DRRX alert in real time by email

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BROWN JAMES E

(Last)

(First)

(Middle)

C/O DURECT CORPORATION

10240 BUBB ROAD

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DURECT CORP [ DRRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/11/2025		U⁽¹⁾⁽²⁾		448,376⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	09/11/2025		U⁽¹⁾⁽²⁾		8,000⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	I	by Brown 2006 Trust⁽³⁾
Common Stock	09/11/2025		D⁽⁴⁾		96,959⁽⁴⁾	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.6	09/11/2025		D⁽⁵⁾⁽⁶⁾			36,720	⁽⁵⁾⁽⁶⁾	01/28/2026	Common Stock	36,720	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$13.5	09/11/2025		D⁽⁵⁾⁽⁶⁾			4,807	⁽⁵⁾⁽⁶⁾	03/31/2026	Common Stock	4,807	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$13.1	09/11/2025		D⁽⁵⁾⁽⁶⁾			37,067	⁽⁵⁾⁽⁶⁾	01/09/2027	Common Stock	37,067	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$14	09/11/2025		D⁽⁵⁾⁽⁶⁾			4,717	⁽⁵⁾⁽⁶⁾	06/19/2027	Common Stock	4,717	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$12.4	09/11/2025		D⁽⁵⁾⁽⁶⁾			43,821	⁽⁵⁾⁽⁶⁾	01/26/2028	Common Stock	43,821	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$5.77	09/11/2025		D⁽⁵⁾⁽⁶⁾			37,175	⁽⁵⁾⁽⁶⁾	01/23/2029	Common Stock	37,175	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$21.1	09/11/2025		D⁽⁵⁾⁽⁶⁾			22,500	⁽⁵⁾⁽⁶⁾	01/21/2030	Common Stock	22,500	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$20.3	09/11/2025		D⁽⁵⁾⁽⁶⁾			20,900	⁽⁵⁾⁽⁶⁾	01/15/2031	Common Stock	20,900	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$8.71	09/11/2025		D⁽⁵⁾⁽⁶⁾			95,610	⁽⁵⁾⁽⁶⁾	01/06/2032	Common Stock	95,610	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$5.07	09/11/2025		D⁽⁵⁾⁽⁶⁾			250,665	⁽⁵⁾⁽⁶⁾	02/21/2033	Common Stock	250,665	⁽⁵⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$3.32	09/11/2025		D⁽⁵⁾⁽⁶⁾			103,077	⁽⁵⁾⁽⁶⁾	10/14/2034	Common Stock	103,077	⁽⁵⁾⁽⁶⁾	0	D

Explanation of Responses:

1. 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.

2. (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.

3. Held by the Brown Family Trust DTD 5/10/2006.

4. Pursuant to the terms of the Merger Agreement, prior to the Effective Time, each award of restricted stock units outstanding under the Company Stock Plan was settled and the resulting shares were treated as all other shares in connection with the tender offer and the Merger.

5. 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.

6. (Continued from footnote 5) 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.

	/s/ James E. Brown	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Get the next $DRRX alert in real time by email

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

09/11/2025

U⁽¹⁾⁽²⁾

448,376⁽¹⁾⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

09/11/2025

U⁽¹⁾⁽²⁾

8,000⁽¹⁾⁽²⁾

⁽¹⁾⁽²⁾

by Brown 2006 Trust⁽³⁾

Common Stock

09/11/2025

D⁽⁴⁾

96,959⁽⁴⁾

⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$11.6

09/11/2025

D⁽⁵⁾⁽⁶⁾

36,720

⁽⁵⁾⁽⁶⁾

01/28/2026

Common Stock

36,720

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$13.5

09/11/2025

D⁽⁵⁾⁽⁶⁾

4,807

⁽⁵⁾⁽⁶⁾

03/31/2026

Common Stock

4,807

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$13.1

09/11/2025

D⁽⁵⁾⁽⁶⁾

37,067

⁽⁵⁾⁽⁶⁾

01/09/2027

Common Stock

37,067

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$14

09/11/2025

D⁽⁵⁾⁽⁶⁾

4,717

⁽⁵⁾⁽⁶⁾

06/19/2027

Common Stock

4,717

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$12.4

09/11/2025

D⁽⁵⁾⁽⁶⁾

43,821

⁽⁵⁾⁽⁶⁾

01/26/2028

Common Stock

43,821

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$5.77

09/11/2025

D⁽⁵⁾⁽⁶⁾

37,175

⁽⁵⁾⁽⁶⁾

01/23/2029

Common Stock

37,175

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$21.1

09/11/2025

D⁽⁵⁾⁽⁶⁾

22,500

⁽⁵⁾⁽⁶⁾

01/21/2030

Common Stock

22,500

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$20.3

09/11/2025

D⁽⁵⁾⁽⁶⁾

20,900

⁽⁵⁾⁽⁶⁾

01/15/2031

Common Stock

20,900

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$8.71

09/11/2025

D⁽⁵⁾⁽⁶⁾

95,610

⁽⁵⁾⁽⁶⁾

01/06/2032

Common Stock

95,610

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$5.07

09/11/2025

D⁽⁵⁾⁽⁶⁾

250,665

⁽⁵⁾⁽⁶⁾

02/21/2033

Common Stock

250,665

⁽⁵⁾⁽⁶⁾

Stock Option (right to buy)

$3.32

09/11/2025

D⁽⁵⁾⁽⁶⁾

103,077

⁽⁵⁾⁽⁶⁾

10/14/2034

Common Stock

103,077

⁽⁵⁾⁽⁶⁾

President & CEO Brown James E returned 96,959 shares to the company, closing all direct ownership in the company (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$DRRX

President & CEO Brown James E returned 96,959 shares to the company, closing all direct ownership in the company (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$DRRX

$DRRX
Insider Trading

Amendment: SEC Form 4 filed by President & CEO Brown James E

Director Robertson Judith J. closing all direct ownership in the company (SEC Form 4)