SEC Form 4 filed by Versant Venture Capital Vi, L.P.
$OYST
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oyster Point Pharma, Inc. [ OYST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2023 | ||||||||||||||||||||||||||
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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 | 01/03/2023 | U | 2,236,888 | D | (1)(2) | 0 | D(3) | |||
| Common Stock | 01/03/2023 | U | 414,607 | D | (1)(2) | 0 | I | See Footnotes(4) | ||
| Common Stock | 01/03/2023 | U | 2,465 | D | (1)(2) | 0 | I | See Footnotes(5) | ||
| Common Stock | 01/03/2023 | U | 1,003,658 | D | (1)(2) | 0 | I | See Footnotes(6) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 2) |
| 2. (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent. |
| 3. Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the sole general partner of Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") and Versant Ventures VI GP is the sole general partner of Versant VI. Clare Ozawa, a member of the Issuer's board of directors, is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VI. Each of Versant Ventures VI GP-GP, Versant Ventures VI GP and Clare Ozawa disclaims beneficial ownership of the shares held by Versant VI, except to the extent of their respective pecuniary interests therein. Clare Ozawa is a director of the Issuer and, accordingly files separate Section 16 reports. |
| 4. Shares held by Versant Venture Capital IV, L.P. ("Versant IV"). Versant Ventures IV, LLC ("Versant Ventures IV") is the sole general partner of Versant IV. Versant Ventures IV disclaims beneficial ownership of the shares held by Versant IV, except to the extent of its pecuniary interests therein. |
| 5. Shares held by Versant Side Fund IV, L.P. ("Versant Side Fund IV"). Versant Ventures IV is the sole general partner of Versant Side Fund IV. Versant Ventures IV disclaims beneficial ownership of the shares held by Versant Side Fund IV, except to the extent of its pecuniary interests therein. |
| 6. Shares held by Versant Vantage I, L.P. ("Versant Vantage"). Versant Vantage I GP-GP, LLC ("Versant Vantage I GP-GP") is the sole general partner of Versant Vantage I GP, L.P. ("Versant Vantage I GP") and Versant Vantage I GP is the sole general Partner of Versant Vantage. Clare Ozawa, a member of the Issuer's board of directors, is a managing member of Versant Vantage I GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant Vantage. Each of Versant Vantage I GP-GP, Versant Vantage I GP, and Clare Ozawa disclaims beneficial ownership of the shares held by Versant Vantage, except to the extent of their respective pecuniary interests therein. Clare Ozawa is a director of the Issuer and, accordingly files separate Section 16 reports. |
| Remarks: |
| /s/ Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Ventures VI GP, L.P. By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Ventures VI GP-GP, LLC By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Vantage I, L.P. By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage I GP-GP, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Vantage I GP, L.P. By: Versant Vantage I GP-GP, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Vantage I GP-GP, LLC By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Ventures IV, LLC By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Venture Capital IV, L.P. By: Versant Ventures IV, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| /s/ Versant Side Fund IV, L.P. By: Versant Ventures IV, LLC Its: General Partner By: Max Eisenberg Its: Chief Operating Officer | 01/04/2023 | |
| ** 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. | ||