SEC Form 4 · accession 0000884731-17-000032
ARIAD PHARMACEUTICALS INC · ARIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hugh M Cole
Officer — SVP, Chief Business Officer
Period of report
Jun 25, 2015
Accepted (ET)
Feb 7, 2017 · 4:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000884731
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 25, 2015 | M | 12,500 | $0.00 | A | 42,416 | D | |
| Common Stock | Jun 25, 2015 | M | 6,667 | $0.00 | A | 49,083 | D | |
| Common Stock | Jun 25, 2015 | F | 6,249 | $8.69 | D | 42,834 | 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 UnitsF3,F4 | $0.00 | Jun 25, 2015 | M | 6,667 | D | — | — | Common Stock | 6,667 | 6,667 | D |
| Restricted Stock UnitsF5,F4 | $0.00 | Jun 25, 2015 | M | 12,500 | D | — | — | Common Stock | 12,500 | 0 | D |
| Restricted Stock UnitsF6,F4 | $0.00 | Feb 6, 2017 | A | 9,788 | A | — | — | Common Stock | 9,788 | 9,788 | D |
Explanation of responses
- F1Shares were acquired upon vesting of a Restricted Stock Unit ("RSU") awarded on June 25, 2014.
- F2Shares were withheld to satisfy the Company's tax withholding obligations.
- F3The RSUs vest as to approximately one-third of the shares underlying the RSUs on each of June 25, 2015, 2016 and 2017.
- F4N/A
- F5The RSUs vest as to 50% of the shares underlying the RSUs on each of June 25, 2015 and 2016.
- F6The RSUs vest as to approximately one-third of the shares underlying the RSUs on each anniversary of the grant date; provided, however, that, subject to and effective upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger between ARIAD, Takeda Pharmaceutical Company Limited, and Kiku Merger Co., Inc., dated January 8, 2017, the RSUs shall be converted into the right to receive a cash amount equal to $24.00 for each share of common stock underlying the RSUs, payable in three annual installments on each anniversary of the grant date, subject to the terms of the award.