SEC Form 4 · accession 0000921895-18-001405
ARQULE INC · ARQL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
Mark N Lampert
10% Owner
BVF Partners OS Ltd.
Other
Period of report
Apr 18, 2018
Accepted (ET)
Apr 20, 2018 · 6:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001019695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1,F2 | Apr 18, 2018 | S | 1,204,668 | $3.10 | D | 5,230,529 | D | |
| Common Stock, $0.01 par value per shareF1,F3 | Apr 18, 2018 | S | 808,449 | $3.10 | D | 3,498,310 | D | |
| Common Stock, $0.01 par value per shareF1,F4 | Apr 18, 2018 | S | 217,256 | $3.10 | D | 947,118 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F5 | $1.75 | holding | — | — | — | — | Oct 11, 2021 | Common Stock, $0.01 par value per share | 1,201,053 | 1,201,053 | D |
| WarrantsF3,F5 | $1.75 | holding | — | — | — | — | Oct 11, 2021 | Common Stock, $0.01 par value per share | 823,231 | 823,231 | D |
| WarrantsF4,F5 | $1.75 | holding | — | — | — | — | Oct 11, 2021 | Common Stock, $0.01 par value per share | 199,687 | 199,687 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5The Warrants are currently exercisable, for $1.75 per share, subject to adjustment pursuant to the terms of the Warrants and expire on October 11, 2021. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended ("Section 13(d)"), more than 19.9% of the shares of Common Stock outstanding immediately after giving effect to such exercise.