SEC Form 4 · accession 0001104659-15-003766
CUBIST PHARMACEUTICALS INC · CBST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jane E Henney M.D.
Director
Period of report
Jan 21, 2015
Accepted (ET)
Jan 21, 2015 · 5:08 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 | 4,644 | $102.00 | 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 Options (Right to Buy)F3 | $42.64 | Jan 21, 2015 | D | 10,176 | D | Jun 8, 2012 | Mar 8, 2022 | Common Stock | 10,176 | 0 | D |
| Stock Options (Right to Buy)F4 | $41.20 | Jan 21, 2015 | D | 9,367 | D | Jun 6, 2013 | Jun 6, 2022 | Common Stock | 9,367 | 0 | D |
| Stock Options (Right to Buy)F5 | $50.24 | Jan 21, 2015 | D | 8,370 | D | Jun 12, 2014 | Jun 12, 2023 | Common Stock | 8,370 | 0 | D |
| Stock Options (Right to Buy)F6 | $66.68 | Jan 21, 2015 | D | 6,202 | D | Jun 3, 2015 | Jun 3, 2024 | Common Stock | 6,202 | 0 | D |
| Restricted Stock UnitsF7 | — | Jan 21, 2015 | D | 1,687 | D | Jun 3, 2015 | — | Common Stock | 1,687 | 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.
- 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 quarterly in equal installments over a three-year period, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $59.36 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F4These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2013 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.80 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F5These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2014 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $51.76 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F6These options, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2015 Annual Meeting of Stockholders, were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $35.32 per Share, representing the difference between the exercise price of the options and $102.00 per Share.
- F7These restricted stock units, which vest 100% on the earlier of the first anniversary of their grant date or the date of Cubist's 2015 Annual Meeting of Stockholders, 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.