President & CEO Brown James E returned 96,959 shares to the company, closing all direct ownership in the company (SEC Form 4)
$DRRX
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DURECT CORP [ DRRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | V | Amount | (A) or (D) | Price | ||||||
| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | V | (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) | 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. | ||