SEC Form 4 · accession 0001361754-17-000011
ARIAD PHARMACEUTICALS INC · ARIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander J Denner
Director
Period of report
Jan 31, 2017
Accepted (ET)
Feb 2, 2017 · 9:39 am 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 | Jan 31, 2017 | A | 5,508 | $0.00 | A | 40,673 | D | |
| Common Stock | Jan 31, 2017 | A | 12,500 | $0.00 | A | 53,173 | D | |
| Common StockF3 | holding | — | — | — | 7,798,665 | I | Sarissa Capital Domestic Fund LP | |
| Common StockF3 | holding | — | — | — | 5,051,335 | I | Sarissa Capital Offshore Master Fund LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $23.82 | Jan 31, 2017 | A | 25,000 | A | — | Jan 31, 2027 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Represents shares of restricted stock granted in lieu of the annual cash retainer under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy. The shares are subject to a lapsing right of repurchase by the Company that lapses as to approximately one-fourth of the shares on the last business day of each calendar quarter in 2017, subject to the terms of the award.
- F2Represents restricted stock units ("RSUs") granted under our 2014 Long-Term Incentive Plan, as amended, and our director compensation policy. The RSUs vest as to approximately one-fourth of the shares underlying the RSUs on the last business day of each calendar quarter in 2017, subject to the terms of the award.
- F3The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- F4The stock options granted under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy vest as to approximately one-fourth of the shares underlying the options on the last business day of each calendar quarter in 2017, subject to the terms of the award.