SEC Form 4 · accession 0000884731-17-000055

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

Feb 16, 2017

Accepted (ET)

Feb 16, 2017 · 2:16 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^F1	Feb 16, 2017	D	42,834	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$6.40	Feb 16, 2017	D	100,000	D	—	—	Common Stock	100,000	D
Employee Stock Option (Right to Buy)^F2	$6.51	Feb 16, 2017	D	78,000	D	—	—	Common Stock	78,000	D
Restricted Stock Units^F3	$0.00	Feb 16, 2017	D	64,733	D	—	—	Common Stock	64,733	D
Restricted Stock Units^F4	$0.00	Feb 16, 2017	D	9,788	D	—	—	Common Stock	9,788	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash.
F2Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0.
F3Each restricted stock unit ("RSU") represents a right to receive one Share. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum cash payment in an amount equal to $24.00 for each Share underlying the RSU, less any required withholding taxes.
F4Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder shall be converted into the right to receive an amount in cash equal to $24.00 for each Share underlying the RSUs (the aggregate amount, the "RSU Payment"). Subject to the terms of the award agreement, the RSU Payment will generally be payable (without any crediting of interest for the period from the consummation of the Offer through the date of payment) in three annual installments with each such installment paid on the date that the RSUs corresponding to such installment would have otherwise vested in accordance with the terms of the award, less any required withholding taxes.