SEC Form 4 · accession 0001209191-19-002953
ARENA PHARMACEUTICALS INC · ARNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Preston Klassen
Officer — EVP and CMO
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 9:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001080709
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 7, 2019 | M | 16,000 | $15.10 | A | 16,000 | D | |
| Common StockF2 | Jan 7, 2019 | S | 15,600 | $41.6756 | D | 400 | D | |
| Common StockF3 | Jan 7, 2019 | S | 400 | $42.3175 | D | 0 | D | |
| Common Stock | Jan 8, 2019 | M | 3,000 | $15.10 | A | 3,000 | D | |
| Common Stock | Jan 8, 2019 | S | 3,000 | $44.00 | D | 0 | D |
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)F4 | $40.94 | Jan 4, 2019 | A | 75,000 | A | — | Jan 4, 2026 | Common Stock | 75,000 | 75,000 | D |
| Employee Performance Restricted Stock UnitF6,F5 | — | Jan 4, 2019 | A | 12,600 | A | — | Jan 3, 2022 | Common Stock | 12,600 | 12,600 | D |
| Employee Stock Option (right to buy)F7 | $15.10 | Jan 7, 2019 | M | 16,000 | D | — | Mar 20, 2024 | Common Stock | 16,000 | 113,350 | D |
| Employee Stock Option (right to buy)F7 | $15.10 | Jan 8, 2019 | M | 3,000 | D | — | Mar 20, 2024 | Common Stock | 3,000 | 110,350 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.10 to $42.01, inclusive. The reporting person undertakes to provide Arena Pharmaceuticals, Inc., any security holder of Arena Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnotes 2 and 3 to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.19 to $42.36, inclusive.
- F4The 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.
- F5Each 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.
- F6The 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.
- F7The options vest over four years and are exercisable once vested. 25% vested and became exercisable on March 20, 2018. The remainder of the options vest in thirty-six equal monthly installments (except as otherwise necessary to avoid vesting of a fractional share), with the first installment vesting on April 20, 2018, and the thirty-sixth installment vesting on March 20, 2021.