Tobira Therapeutics
Tobira Therapeutics, Inc. (Form: 3, Received: 09/29/2016 16:42:19)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

Allergan plc

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/19/2016 

3. Issuer Name and Ticker or Trading Symbol

Tobira Therapeutics, Inc. [TBRA]

(Last)        (First)        (Middle)

CLONSHAUGH BUSINESS AND TECHNOLOGY PARK,, COOLOCK, CO.

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

DUBLIN, L2 D17 E400       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001   0   (1) (2) (3) I   (1) (2) (3) See Footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This Form 3 is being jointly filed on behalf of Allergan plc ("Allergan"), Allergan Holdco US, Inc. ("Allergan Holdco") and Sapphire Acquisition Corp. ("Sapphire") (collectively, the "Reporting Persons"). Allergan is the indirect parent company of Sapphire. Sapphire is a wholly-owned direct subsidiary of Allergan Holdco. Allergan Holdco is a wholly-owned indirect subsidiary of Allergan. Because of the relationship of Sapphire to Allergan Holdco and Allergan, each such Reporting Person may be deemed to beneficially own the common stock. The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
( 2)  The Reporting Persons are filing this Form 3 solely due to the entry into the Tender and Support Agreement (the "Support Agreement") by and between Allergan Holdco, Sapphire and certain stockholders of Tobira Therapeutics, Inc. ("Tobira"). The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, by and among Allergan Holdco, Sapphire and Tobira. For additional information regarding the Support Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 29, 2016.
( 3)  As a result of certain provisions contained in the Support Agreement, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreement (an aggregate of 6,838,661 shares, which represent approximately 36.3% of Tobira's total outstanding shares based on 18,821,231 shares of common stock outstanding as of September 15, 2016 (based on the representation by Tobira in the Merger Agreement)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Allergan plc
CLONSHAUGH BUSINESS AND TECHNOLOGY PARK,
COOLOCK, CO.
DUBLIN, L2 D17 E400

X

Allergan Holdco US, Inc.
2444 DUPONT DRIVE
IRVINE, CA 92612

X

Sapphire Acquisition Corp.
MORRIS CORPORATE CENTER III
400 INTERPACE PARKWAY
PARSIPPANY, NJ 07054

X


Signatures
Allergan plc, By: /s/ A. Robert D. Bailey, Name: A. Robert D. Bailey, Title: Chief Legal Officer and Corporate Secretary 9/29/2016
** Signature of Reporting Person Date

Allergan Holdco US, Inc., By: /s/ Matthew Brady, Name: Matthew Brady, Title: Secretary 9/29/2016
** Signature of Reporting Person Date

Sapphire Acquisition Corp., By: /s/ Sigurd Kirk, Name: Sigurd Kirk, Title: Vice President 9/29/2016
** 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 5(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).
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