SEC Form 4 · accession 0001104659-15-003761
CUBIST PHARMACEUTICALS INC · CBST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael John Tomsicek
Officer — SVP & Chief Financial Officer
Period of report
Jan 21, 2015
Accepted (ET)
Jan 21, 2015 · 5:07 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 21, 2015 | J | 14,765 | $102.00 | D | 0 | D | |
| Common Stock | Jan 21, 2015 | J | 1,199 | $102.00 | D | 0 | I | 401(k) Plan |
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 | — | Jan 21, 2015 | D | 1,500 | D | May 13, 2012 | — | Common Stock | 1,500 | 0 | D |
| Stock Options (Right to Buy)F4 | $34.795 | Jan 21, 2015 | D | 5,875 | D | Aug 13, 2011 | May 13, 2021 | Common Stock | 5,875 | 0 | D |
| Stock Options (Right to Buy)F5 | $42.09 | Jan 21, 2015 | D | 10,000 | D | May 16, 2012 | Feb 16, 2022 | Common Stock | 10,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 21, 2015 | D | 1,667 | D | Feb 16, 2013 | — | Common Stock | 1,667 | 0 | D |
| Stock Options (Right to Buy)F6 | $43.81 | Jan 21, 2015 | D | 15,000 | D | Nov 15, 2012 | Aug 15, 2022 | Common Stock | 15,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 21, 2015 | D | 2,500 | D | Aug 15, 2013 | — | Common Stock | 2,500 | 0 | D |
| Stock Options (Right to Buy)F7 | $41.60 | Jan 21, 2015 | D | 18,404 | D | May 15, 2013 | Feb 15, 2023 | Common Stock | 18,404 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 21, 2015 | D | 2,253 | D | Feb 15, 2014 | — | Common Stock | 2,253 | 0 | D |
| Performance Restricted Stock UnitsF8 | — | Jan 21, 2015 | D | 3,004 | D | Feb 15, 2016 | — | Common Stock | 3,004 | 0 | D |
| Stock Options (Right to Buy)F9 | $45.90 | Jan 21, 2015 | D | 17,233 | D | Jul 15, 2013 | Apr 15, 2023 | Common Stock | 17,233 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 21, 2015 | D | 4,085 | D | Apr 15, 2014 | — | Common Stock | 4,085 | 0 | D |
| Stock Options (Right to Buy)F10 | $73.55 | Jan 21, 2015 | D | 31,559 | D | May 14, 2014 | Feb 14, 2024 | Common Stock | 31,559 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 21, 2015 | D | 4,365 | D | Feb 14, 2015 | — | Common Stock | 4,365 | 0 | D |
| Performance Restricted Stock UnitsF11 | — | Jan 21, 2015 | D | 4,029 | D | — | — | Common Stock | 4,029 | 0 | 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 $28.45 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F11These 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 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.
- 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 $67.205 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 $59.91 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 $58.19 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 $60.40 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F8These 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.
- F9These 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 $56.10 per Share, representing the difference between the exercise price of the options and $102.00 per Share.