SEC Form 4 · accession 0001562180-17-003955
ARRAY BIOPHARMA INC · ARRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ron Squarer
Officer — CEO · Director
Period of report
Dec 16, 2017
Accepted (ET)
Dec 19, 2017 · 9:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001100412
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 16, 2017 | M | 23,437 | $0.00 | A | 139,120 | D | |
| Common StockF3 | Dec 16, 2017 | F | 10,917 | $10.92 | D | 128,203 | D | |
| Common StockF4 | Dec 18, 2017 | M | 226,874 | $7.30 | A | 355,077 | D | |
| Common StockF4 | Dec 18, 2017 | M | 16,835 | $5.94 | A | 371,912 | D | |
| Common StockF4 | Dec 18, 2017 | M | 110,800 | $3.61 | A | 482,712 | D | |
| Common StockF6 | Dec 18, 2017 | S | 273,438 | $10.73 | D | 209,274 | D | |
| Common StockF4 | Dec 19, 2017 | M | 133,380 | $3.61 | A | 342,654 | D | |
| Common StockF4 | Dec 19, 2017 | M | 79,688 | $4.63 | A | 422,342 | D | |
| Common StockF4 | Dec 19, 2017 | M | 333,165 | $5.94 | A | 755,507 | D | |
| Common StockF6 | Dec 19, 2017 | S | 546,233 | $10.93 | D | 209,274 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F7 | $0.00 | Dec 16, 2017 | M | 23,437 | D | — | Dec 16, 2020 | Common Stock | 23,437 | 70,313 | D |
| Restricted Stock UnitsF9 | $0.00 | Dec 16, 2017 | A | 100,000 | A | — | Dec 17, 2021 | Common Stock | 100,000 | 100,000 | D |
| Stock Option (Right to Buy)F10 | $10.92 | Dec 16, 2017 | A | 600,000 | A | — | Dec 16, 2027 | Common Stock | 600,000 | 600,000 | D |
| Stock Option (Right to Buy)F11 | $7.30 | Dec 18, 2017 | M | 226,874 | D | — | Apr 1, 2025 | Common Stock | 226,874 | 226,876 | D |
| Stock Option (Right to Buy) | $5.94 | Dec 18, 2017 | M | 16,835 | D | May 3, 2017 | May 3, 2023 | Common Stock | 16,835 | 0 | D |
| Stock Option (Right to Buy)F12 | $3.61 | Dec 18, 2017 | M | 110,800 | D | — | Apr 26, 2022 | Common Stock | 110,800 | 0 | D |
| Stock Option (Right to Buy)F12 | $3.61 | Dec 19, 2017 | M | 133,380 | D | — | Apr 26, 2022 | Common Stock | 133,380 | 755,820 | D |
| Stock Option (Right to Buy)F13 | $4.63 | Dec 19, 2017 | M | 79,688 | D | — | Apr 1, 2024 | Common Stock | 79,688 | 345,312 | D |
| Stock Option (Right to Buy)F14 | $5.94 | Dec 19, 2017 | M | 333,165 | D | — | May 3, 2023 | Common Stock | 333,165 | 0 | D |
Explanation of responses
- F1Shares issued upon settlement of Restricted Stock Units ("RSUs") granted by the Issuer on December 27, 2016 as a result of the vesting of one fourth of such RSUs.
- F10The option vests in four equal annual installments beginning on December 16, 2018.
- F11The option vests in four equal annual installments beginning on April 1, 2016.
- F12The option vested in four equal annual installments beginning on April 26, 2013.
- F13The option vests in four equal annual installments beginning on April 1, 2015.
- F14The option vested in four equal annual installments beginning on May 3, 2014.
- F2Includes 37,812 unvested RSUs awarded on April 1, 2015 to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock and which were reported by the reporting person on Table I on a form 4 filed upon grant of the RSUs.
- F3Represents shares withheld to satisfy tax withholding obligations of the reporting person.
- F4Includes 37,812 unvested RSUs awarded on April 1, 2015 to the reporting person for no additional cash consideration, each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock and which were reported by the reporting person on Table I on a form 4 filed upon grant of the RSUs.
- F5These trades were made pursuant to a Rule 10b5-1 trading plan.
- F6The price reported for these shares is the weighted average sale price. Details of actual prices for shares sold are available from the Issuer upon request.
- F7The RSUs vested on December 16, 2017.
- F8Consists of remaining unvested RSUs awarded to the reporting person for no additional cash consideration on December 16, 2016, which vest in three equal remaining installments beginning December 16, 2018, and represent a contingent right to receive one share of Array BioPharma Inc. common stock. The grant of these RSUs were previously reported on a Table II of a form 4 filed by the reporting person.
- F9Consists of RSUs awarded to the reporting person for no additional cash consideration each of which represent a contingent right to receive one share of Array BioPharma Inc. common stock. The RSUs vest and will be settled in stock in four equal annual installments beginning on December 16, 2018.