Form 4 21 April Fund, L.p.

4 - Statement of changes in beneficial ownership of securities

Published: 2015-03-20 16:19:58
Submitted: 2015-03-20
Period Ending In: 2015-03-09
primary_doc.html PRIMARY DOCUMENT


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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).
1. Name and Address of Reporting Person*
21 APRIL FUND LTD

(Last) (First) (Middle)
Citco Fund Services (Cayman Islands) Ltd
Regatta Office Park West Bay Road

(Street)
GRAND CAYMAN E9 KY1-1205

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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 V Amount (A) or (D) Price
Common Stock 03/09/2015 P 300,000(1) A $1.69 11,760,397 D(2)
Common Stock 03/10/2015 P 500,000(3) A $1.74 12,260,397 D(4)
Common Stock 03/11/2015 P 400,000(5) A $1.69 12,660,397 D(6)
Common Stock 03/12/2015 P 200,000(7) A $1.69 12,860,397 D(8)
Common Stock 03/13/2015 P 168,800(9) A $1.66 13,029,197 D(10)
Common Stock 03/16/2015 P 100,000(11) A $1.66 13,129,397 D(12)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
21 APRIL FUND LTD

(Last) (First) (Middle)
Citco Fund Services (Cayman Islands) Ltd
Regatta Office Park West Bay Road

(Street)
GRAND CAYMAN E9 KY1-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
21 APRIL FUND LP

(Last) (First) (Middle)
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
1345 AVENUE OF THE AMERICAS, 44TH FLOOR

(Street)
New York NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Eagle Value in Biotechnology Master Fund, Ltd.

(Last) (First) (Middle)
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
REGATTA OFFICE PARK WEST BAY ROAD

(Street)
GRAND CAYMAN E9 KY1-1205

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Arnhold & S. Bleichroeder Holdings, Inc.

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
Explanation of Responses:
1. Represents 39,816, 146,184 and 114,000 shares purchased by 21 April Fund, LP ("21 April LP"), 21 April Fund, Ltd. ("21 April Ltd."), and First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBM" and, together with 21 April LP and 21 April Ltd., the "Funds"), respectively. First Eagle Management, LLC ("FEIM") is general partner of 21 April LP, the registered investment adviser to the Funds and a subsidiary of Arnhold and S. Bleichroeder Holdings, Inc. ("ASBH"). ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its percuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
2. Represents 1,526,339, 5,633,114 and 4,600,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
3. Represents 70,554, 259,446 and 170,000 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
4. Represents 1,596,893, 5,892,560 and 4,770,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
5. Represents 56,485, 207,515 and 136,000 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
6. Represents 1,653,378, 6,100,075 and 4,906,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
7. Represents 28,231, 103,769 and 68,000 shares purchased by 21 April LP, 21 April Ltd., and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
8. Represents 1,681,609, 6,203,844 and 4,974,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
9. Represents 24,049, 88,484 and 56,267 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
10. Represents 1,705,658, 6,292,328 and 5,031,211 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
11. Represents 14,252, 52,415 and 33,333 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
12. Represents 1,719,910, 6,344,743 and 5,064,544 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
/s/ Mark Goldstein, Secretary 03/19/2015
** 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.
1
primary_doc.xml PRIMARY DOCUMENT
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-03-09
Not Subject To Section16:
0

Issuer

Issuer Cik
0001082038
Issuer Name
DURECT CORP
Issuer Trading Symbol
DRRX

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001459708
Rpt Owner Name
21 APRIL FUND LTD

Reporting Owner Address

Rpt Owner Street1
Citco Fund Services (Cayman Islands) Ltd
Rpt Owner Street2
Regatta Office Park West Bay Road
Rpt Owner City
GRAND CAYMAN
Rpt Owner State
E9
Rpt Owner Zip Code
KY1-1205
Rpt Owner State Description
CAYMAN ISLANDS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001459688
Rpt Owner Name
21 APRIL FUND LP

Reporting Owner Address

Rpt Owner Street1
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
Rpt Owner Street2
1345 AVENUE OF THE AMERICAS, 44TH FLOOR
Rpt Owner City
New York
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001457518
Rpt Owner Name
First Eagle Value in Biotechnology Master Fund, Ltd.

Reporting Owner Address

Rpt Owner Street1
CITCO FUND SERVICES (CAYMAN ISLANDS) LTD
Rpt Owner Street2
REGATTA OFFICE PARK WEST BAY ROAD
Rpt Owner City
GRAND CAYMAN
Rpt Owner State
E9
Rpt Owner Zip Code
KY1-1205
Rpt Owner State Description
CAYMAN ISLANDS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001637141
Rpt Owner Name
Arnhold & S. Bleichroeder Holdings, Inc.

Reporting Owner Address

Rpt Owner Street1
1345 AVENUE OF THE AMERICAS
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10105

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2015-03-09

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
300000
@attributes Id
F1
Transaction Price Per Share
1.69
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
11760397

Direct Or Indirect Ownership

Value
D
@attributes Id
F2
Security Title
Common Stock
Transaction Date
2015-03-10

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
500000
@attributes Id
F3
Transaction Price Per Share
1.74
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
12260397

Direct Or Indirect Ownership

Value
D
@attributes Id
F4
Security Title
Common Stock
Transaction Date
2015-03-11

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
400000
@attributes Id
F5
Transaction Price Per Share
1.69
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
12660397

Direct Or Indirect Ownership

Value
D
@attributes Id
F6
Security Title
Common Stock
Transaction Date
2015-03-12

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
200000
@attributes Id
F7
Transaction Price Per Share
1.69
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
12860397

Direct Or Indirect Ownership

Value
D
@attributes Id
F8
Security Title
Common Stock
Transaction Date
2015-03-13

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
168800
@attributes Id
F9
Transaction Price Per Share
1.66
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
13029197

Direct Or Indirect Ownership

Value
D
@attributes Id
F10
Security Title
Common Stock
Transaction Date
2015-03-16

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
100000
@attributes Id
F11
Transaction Price Per Share
1.66
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
13129397

Direct Or Indirect Ownership

Value
D
@attributes Id
F12

Footnote

0
Represents 39,816, 146,184 and 114,000 shares purchased by 21 April Fund, LP ("21 April LP"), 21 April Fund, Ltd. ("21 April Ltd."), and First Eagle Value in Biotechnology Master Fund, Ltd. ("FEVIBM" and, together with 21 April LP and 21 April Ltd., the "Funds"), respectively. First Eagle Management, LLC ("FEIM") is general partner of 21 April LP, the registered investment adviser to the Funds and a subsidiary of Arnhold and S. Bleichroeder Holdings, Inc. ("ASBH"). ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its percuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
1
Represents 1,526,339, 5,633,114 and 4,600,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
2
Represents 70,554, 259,446 and 170,000 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
3
Represents 1,596,893, 5,892,560 and 4,770,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
4
Represents 56,485, 207,515 and 136,000 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
5
Represents 1,653,378, 6,100,075 and 4,906,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
6
Represents 28,231, 103,769 and 68,000 shares purchased by 21 April LP, 21 April Ltd., and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
7
Represents 1,681,609, 6,203,844 and 4,974,944 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
8
Represents 24,049, 88,484 and 56,267 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
9
Represents 1,705,658, 6,292,328 and 5,031,211 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
10
Represents 14,252, 52,415 and 33,333 shares purchased by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.
11
Represents 1,719,910, 6,344,743 and 5,064,544 shares held directly by 21 April LP, 21 April Ltd. and FEVIBM, respectively. ASBH disclaims Section 16 beneficial ownership of the shares held directly by the Funds except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that ASBH is the Section 16 beneficial owner of any such securities.

Owner Signature

Signature Name
/s/ Mark Goldstein, Secretary
Signature Date
2015-03-19
Additional Files
FileSequenceDescriptionTypeSize
0001459688-15-000002.txt   Complete submission text file   22555
$DRRX

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