SEC Form 4 · accession 0001104659-16-095172
Aralez Pharmaceuticals Inc. · ARLZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Barnhardt
Officer — VP, Finance and Administration
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 9:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001660719
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Feb 5, 2016 | J | 75,528 | $0.00 | A | 75,528 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $13.84 | Feb 5, 2016 | J | 41,195 | A | — | Jan 3, 2017 | Common Shares | 41,195 | 41,195 | D |
| Stock Option (Right to Buy)F3 | $8.36 | Feb 5, 2016 | J | 14,658 | A | — | Mar 14, 2018 | Common Shares | 14,658 | 14,658 | D |
| Stock Option (Right to Buy)F4 | $11.83 | Feb 5, 2016 | J | 15,757 | A | — | May 6, 2018 | Common Shares | 15,757 | 15,757 | D |
| Stock Option (right to buy)F5 | $3.87 | Feb 5, 2016 | J | 9,161 | A | — | Mar 15, 2022 | Common Shares | 9,161 | 9,161 | D |
Explanation of responses
- F1Reflects the beneficial ownership of the reporting person following consummation of the business transaction among POZEN Inc. ("Pozen"), Tribute Pharmaceuticals Canada Inc. ("Tribute") and the Registrant on February 5, 2016, pursuant to the Agreement and Plan of Merger and Arrangement as entered into on June 8, 2015 and as amended on August 19, 2015 and December 7, 2015 among Pozen, Tribute, the Registrant, Aralez Pharmaceuticals Holdings Limited, ARLZ US Acquisition II Corp., and ARLZ CA Acquisition Corp. (the "Merger").
- F2The option vested in four equal annual installments, with the initial vesting date occurring on January 3, 2008.
- F3The option vested in four equal annual installments, with the initial vesting date occurring March 14, 2009.
- F4The options vested as follows: twenty-five percent (25%) vested upon the acceptance by the U.S. Food and Drug Administration (FDA) of the New Drug Application (NDA) for PN 400; the remaining seventy-five (75%) vested upon the receipt by the Company of an action letter from the FDA indicating approval of the NDA for PN 400. The options also include provisions that required satisfactory employee performance prior to vesting.
- F5The options vested as follows: fifty percent (50%) on the third anniversary of the date of grant, and fifty percent (50%) on February 5, 2016.