SEC Form 4 · accession 0000884731-17-000058
ARIAD PHARMACEUTICALS INC · ARIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jules Haimovitz
Director
Period of report
Feb 16, 2017
Accepted (ET)
Feb 16, 2017 · 2:17 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 StockF1,F2 | Feb 16, 2017 | D | 18,008 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $6.65 | Feb 16, 2017 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $23.82 | Feb 16, 2017 | D | 25,000 | D | — | — | Common Stock | 25,000 | 0 | 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.
- F2The number of Shares reported includes 5,508 unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share") and 12,500 Shares underlying unvested restricted stock units (each, an "RSU"). By virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was converted automatically into the right to receive $24.00 in cash. In addition, pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger 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 Merger 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.
- F3Pursuant 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.