SEC Form 4 · accession 0001104659-15-003757

CUBIST PHARMACEUTICALS INC · CBST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael W Bonney

Officer — Chief Executive Officer · Director

Period of report

Jan 21, 2015

Accepted (ET)

Jan 21, 2015 · 5:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000912183

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock	Jan 21, 2015	J	176,226	$102.00	D	D
Common Stock	Jan 21, 2015	J	6,816	$102.00	D	I	401(k) Plan
Common Stock	Jan 21, 2015	J	600	$102.00	D	I	Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F3	$10.87	Jan 21, 2015	D	100,000	D	May 14, 2005	Feb 14, 2015	Common Stock	100,000	D
Stock Options (Right to Buy)^F4	$21.61	Jan 21, 2015	D	80,000	D	Apr 30, 2006	Jan 31, 2016	Common Stock	80,000	D
Stock Options (Right to Buy)^F5	$19.51	Jan 21, 2015	D	125,000	D	May 15, 2007	Feb 15, 2017	Common Stock	125,000	D
Stock Options (Right to Buy)^F6	$18.10	Jan 21, 2015	D	150,000	D	May 15, 2008	Feb 15, 2018	Common Stock	150,000	D
Stock Options (Right to Buy)^F7	$16.76	Jan 21, 2015	D	150,000	D	Aug 15, 2009	May 15, 2019	Common Stock	150,000	D
Stock Options (Right to Buy)^F8	$21.56	Jan 21, 2015	D	135,000	D	Aug 14, 2010	May 14, 2020	Common Stock	135,000	D
Restricted Stock Unit^F9	—	Jan 21, 2015	D	8,000	D	May 13, 2012	—	Common Stock	8,000	D
Stock Options (Right to Buy)^F10	$34.795	Jan 21, 2015	D	175,000	D	Aug 13, 2011	May 13, 2021	Common Stock	175,000	D
Stock Options (Right to Buy)^F11	$42.09	Jan 21, 2015	D	200,000	D	May 19, 2012	Feb 19, 2022	Common Stock	200,000	D
Restricted Stock Unit^F9	—	Jan 21, 2015	D	19,000	D	Feb 19, 2013	—	Common Stock	19,000	D
Stock Options (Right to Buy)^F12	$41.60	Jan 21, 2015	D	184,044	D	May 15, 2013	Feb 15, 2023	Common Stock	184,044	D
Performance Restricted Stock Unit^F13	—	Jan 21, 2015	D	60,096	D	Feb 15, 2016	—	Common Stock	60,096	D
Stock Options (Right to Buy)^F14	$73.55	Jan 21, 2015	D	140,550	D	May 14, 2014	Feb 14, 2024	Common Stock	140,550	D
Performance Restricted Stock Unit^F15	—	Jan 21, 2015	D	37,389	D	Feb 14, 2017	—	Common Stock	37,389	D

Explanation of responses

F1On January 21, 2015, Mavec Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), merged with and into (the "Merger") Cubist Pharmaceuticals, Inc., a Delaware corporation ("Cubist"), without a meeting of the stockholders of Cubist in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Cubist continuing as the surviving corporation and thereby becoming a wholly-owned subsidiary of Parent. The Merger took place pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated December 8, 2014, among Parent, Purchaser and Cubist.
F10These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $67.205 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F11These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $59.91 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F12These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.40 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F13These performance restricted stock units were granted in 2013. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 100% of the Shares subject to performance restricted stock units granted in 2013 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire.
F14These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $28.45 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F15These performance restricted stock units were granted in 2014. Shares are earned based on the achievement of certain performance conditions, which are set forth in the applicable performance unit agreement. Pursuant to the Merger Agreement, such performance conditions were deemed to be achieved such that 83.33% of the maximum number of Shares deliverable under performance restricted stock units granted in 2014 were earned. These performance restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each performance restricted stock unit represents a contingent right to receive one share of Cubist common stock for no consideration. Performance restricted stock units do not expire.
F2Each outstanding share of Cubist common stock, par value $0.001 per share (the "Shares") (other than Shares held in the treasury of Cubist and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser, which Shares were cancelled and retired without any conversion thereof), including the Shares reported above, were automatically cancelled and converted in to the right to receive $102.00 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes.
F3These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $91.13 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F4These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.39 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F5These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $82.49 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F6These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $83.90 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F7These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $85.24 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F8These options, which vest 6.25% quarterly over a four-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80.44 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
F9These restricted stock units, which vest 25% annually over a four-year period, with the first 25% vesting one year after the grant date, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $102.00 per Share. Each restricted stock unit represented a contingent right to receive one share of Cubist common stock for no consideration. The restricted stock units do not expire.