Edgar Filing: Ardea Biosciences, Inc./DE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TANG KEVIN C

2. Issuer Name and Ticker or Trading Symbol
Ardea Biosciences, Inc./DE [RDEA]

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

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

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE,, SUITE 510

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2012

(Street)

SAN DIEGO, CA 92121

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/19/2012		D		15,089	D	$ 32	0	D ⁽¹⁾
Common Stock	06/19/2012		D		67,052	D	$ 32	0	I ⁽²⁾	As Trustee ⁽²⁾
Common Stock	06/19/2012		D		3,733,582	D	$ 32	0	I ⁽³⁾	By LP ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 16.49

06/19/2012

5,000

⁽⁴⁾

02/01/2014

Common Stock

5,000

$ 15.51

Non-Qualified Stock Option (right to buy)

$ 13.93

06/19/2012

25,000

⁽⁴⁾

06/10/2014

Common Stock

25,000

$ 18.07

Non-Qualified Stock Option (right to buy)

$ 4.08

06/19/2012

10,000

⁽⁴⁾

01/02/2015

Common Stock

10,000

$ 27.92

Non-Qualified Stock Option (right to buy)

$ 3.5

06/19/2012

12,500

⁽⁴⁾

02/12/2016

Common Stock

12,500

$ 28.5

Non-Qualified Stock Option (right to buy)

$ 4.24

06/19/2012

12,500

⁽⁴⁾

01/02/2017

Common Stock

12,500

$ 27.76

Non-Qualified Stock Option (right to buy)

$ 5.85

06/19/2012

1,250

⁽⁴⁾

06/14/2017

Common Stock

1,250

$ 26.15

Non-Qualified Stock Option (right to buy)

$ 5.85

06/19/2012

2,500

⁽⁴⁾

06/14/2017

Common Stock

2,500

$ 26.15

Non-Qualified Stock Option (right to buy)

$ 15.69

06/19/2012

12,500

⁽⁴⁾

01/01/2018

Common Stock

12,500

$ 16.31

Non-Qualified Stock Option (right to buy)

$ 15.69

06/19/2012

7,500

⁽⁴⁾

01/01/2018

Common Stock

7,500

$ 16.31

Non-Qualified Stock Option (right to buy)

$ 12.16

06/19/2012

12,500

⁽⁴⁾

01/01/2019

Common Stock

12,500

$ 19.84

Non-Qualified Stock Option (right to buy)

$ 12.16

06/19/2012

5,000

⁽⁴⁾

01/01/2019

Common Stock

5,000

$ 19.84

Non-Qualified Stock Option (right to buy)

$ 12.16

06/19/2012

2,500

⁽⁴⁾

01/01/2019

Common Stock

2,500

$ 19.84

Non-Qualified Stock Option (right to buy)

$ 14.29

06/19/2012

12,500

⁽⁴⁾

01/03/2020

Common Stock

12,500

$ 17.71

Non-Qualified Stock Option (right to buy)

$ 25.97

06/19/2012

12,500

⁽⁴⁾

01/02/2021

Common Stock

12,500

$ 6.03

Non-Qualified Stock Option (right to buy)

$ 16.47

06/19/2012

12,500

⁽⁴⁾

01/02/2022

Common Stock

12,500

$ 15.53

Common Stock Warrant (right to buy)

$ 11.14

06/19/2012

39,163

⁽⁵⁾

12/18/2013

Common Stock

39,163

$ 20.86

I ⁽³⁾

By LP ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TANG KEVIN C 4747 EXECUTIVE DRIVE, SUITE 510 SAN DIEGO, CA 92121	X	X

Signatures

/s/ Kevin C. Tang		06/20/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities are owned by Kevin C. Tang's IRA.
(2)	The securities are owned by Kevin C. Tang as custodian for his minor children and as Trustee of the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as Trustee and in which he is a participant. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3)	The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4)	This option was canceled pursuant to the Agreement and Plan of Merger, dated as of April 21, 2012, by and among Ardea Biosciences, Inc. ("Ardea"), Zeneca Inc. and QAM Corp. (the "Merger Agreement"), in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $32.00 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the option; and (ii) the number of shares of Ardea common stock underlying the option.
(5)	This warrant was canceled pursuant to the Merger Agreement in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $32.00 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the warrant; and (ii) the number of shares of Ardea common stock underlying the warrant.

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