SEC Form 4 · accession 0001209191-19-002952
ARENA PHARMACEUTICALS INC · ARNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven W Spector
Officer — EVP, General Counsel & Sec
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 9:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001080709
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1 | $40.94 | Jan 4, 2019 | A | 75,000 | A | — | Jan 4, 2026 | Common Stock | 75,000 | 75,000 | D |
| Employee Performance Restricted Stock UnitF3,F2 | — | Jan 4, 2019 | A | 12,600 | A | — | Jan 3, 2022 | Common Stock | 12,600 | 12,600 | D |
Explanation of responses
- F1The options vest over four years, with 25% of the shares subject to the option vesting on January 4, 2020, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested.
- F2Each Employee Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive shares of Arena's common stock, which shares shall vest, if at all, upon the closing price of Arena's common stock (the "Closing Price") reaching certain thresholds during the three-year performance period from January 4, 2019 through January 3, 2022 (the "Performance Period") and satisfaction of a continuing service requirement.
- F3The number of shares that may vest is based on the Closing Price during the Performance Period. If, on 5 consecutive or 10 non-consecutive trading days during the Performance Period, the Closing Price equals or exceeds $60, $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 50%, 100% or 200%, respectively, of the target amount reported in Column 7 (subject, in the event of a change of control, to additional vesting in circumstances where the per share transaction consideration falls in between the dollar values listed above), and the reporting person will receive at or following the time of vesting a number of shares equal to the achieved percentage multiplied by the total number of PRSUs. For the avoidance of doubt, shares may be issued following achievement of each price threshold, and the maximum number of shares that may be issued pursuant to the PRSUs equals 200% of the number of PRSUs reported in Column 5.