Tobira Therapeutics
Tobira Therapeutics, Inc. (Form: SC 13D/A, Received: 11/04/2016 16:51:16)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2) 1
 
Tobira Therapeutics, Inc.
(Name of Issuer)
 
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
 
88883P101
(CUSIP Number)
 
 
 
Domain Associates, LLC
Ropes & Gray LLP
 
 
One Palmer Square
1211 Avenue of the Americas
 
 
Princeton, NJ  08542
New York, NY 10036
 
 
Attn: Lisa A. Kraeutler
Attn: Morri H. Weinberg, Esq.
 
 
Tel: (609) 683-5656
Tel: (212) 596-9000
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
November 1, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.




1 The remainder of this cover page shall be filled out for a reporting person's 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 ).
 
 
 
 
 

 
CUSIP No. 88883P101

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
Domain Partners VI, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 
(a)   [X]
(b)   [   ]
3.
SEC USE ONLY
 
 
 
4.
SOURCE OF FUNDS
 
 
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
[   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
 
0
8.
SHARED VOTING POWER
 
 
0
9.
SOLE DISPOSITIVE POWER
 
 
0
10.
SHARED DISPOSITIVE POWER
 
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [   ]
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0
14.
TYPE OF REPORTING PERSON
 
 
PN
 
 
 

 
2

 
CUSIP No. 88883P101

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
DP VI Associates, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 
(a)   [X]
(b)   [   ]
3.
SEC USE ONLY
 
 
 
4.
SOURCE OF FUNDS
 
 
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
[   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
 
0
8.
SHARED VOTING POWER
 
 
0
9.
SOLE DISPOSITIVE POWER
 
 
0
10.
SHARED DISPOSITIVE POWER
 
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [   ]
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0
14.
TYPE OF REPORTING PERSON
 
 
PN
 
 
 

 
3

 
CUSIP No. 88883P101

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
Domain Associates, LLC
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 
(a)   [X]
(b)   [   ]
3.
SEC USE ONLY
 
 
 
4.
SOURCE OF FUNDS
 
 
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
[   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
 
0
8.
SHARED VOTING POWER
 
 
0
9.
SOLE DISPOSITIVE POWER
 
 
0
10.
SHARED DISPOSITIVE POWER
 
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [   ]
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0
14.
TYPE OF REPORTING PERSON
 
 
OO
 
 
 

 
4

 
 
CUSIP No. 88883P101

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
 
Domain Partners VII, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 
(a)   [X]
(b)   [   ]
3.
SEC USE ONLY
 
 
 
4.
SOURCE OF FUNDS
 
 
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
[   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
 
0
8.
SHARED VOTING POWER
 
 
0
9.
SOLE DISPOSITIVE POWER
 
 
0
10.
SHARED DISPOSITIVE POWER
 
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [   ]
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0
14.
TYPE OF REPORTING PERSON
 
 
PN
 
 
 

 
5

 
 
CUSIP No. 88883P101

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY) 
 
DP VII Associates, L.P.
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
 
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY
 
 
 
4.
SOURCE OF FUNDS
 
 
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
[   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
 
0
8.
SHARED VOTING POWER
 
 
0
9.
SOLE DISPOSITIVE POWER
 
 
0
10.
SHARED DISPOSITIVE POWER
 
 
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  [   ]
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0
14.
TYPE OF REPORTING PERSON
 
 
PN
 
 
 

 
6

 
 
CUSIP No. 88883P101

 
AMENDMENT NO. 2 TO SCHEDULE 13D (FINAL AMENDMENT)

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 5, 2013, and Amendment No. 1 thereto filed on May 20, 2015 (as so amended, the "Schedule 13D").  Terms defined in the Schedule 13D are used herein as so defined.

The following Items of the Schedule 13D are amended as follows:

Item 5.   Interest in Securities of the Issuer.
(a)
The information requested by this paragraph is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13D.
   
(c)
On November 1, 2016, pursuant to the terms of a merger agreement pursuant to which the Issuer was acquired by Allergan Holdco US, Inc., all of the shares of Common Stock held by the Reporting Persons were tendered for $28.35 per share in cash plus one non-transferable contingent value right per share, which represents the contractual right to receive one or more payments in cash of up to $49.84 per share in the aggregate, contingent upon the achievement of certain milestones.
   
(e)
The Reporting Persons ceased to beneficially own more than 5% of the Common Stock on November 1, 2016. The Issuer has filed a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.

 

 

7

 
 
CUSIP No. 88883P101
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  November 4, 2016

 
DOMAIN PARTNERS VI, L.P.
 
 
 
By:
/s/ Lisa A. Kraeutler
 
   
Attorney-in-Fact
 
 
DP VI ASSOCIATES, L.P.
 
 
 
By:
/s/ Lisa A. Kraeutler
 
   
Attorney-in-Fact
 
 
DOMAIN PARTNERS VII, L.P.
 
 
 
By:
/s/ Lisa A. Kraeutler
 
   
Attorney-in-Fact
 
 
DP VII ASSOCIATES, L.P.
 
 
 
By:
/s/ Lisa A. Kraeutler
 
   
Attorney-in-Fact
 
 
DOMAIN ASSOCIATES, LLC
 
       
 
By:
/s/ Lisa A. Kraeutler
 
   
Attorney-in-Fact
 
 
 
 
 
 
 
8