4//SEC Filing
Munshi Amit 4
Accession 0001628280-22-005889
CIK 0001080709other
Filed
Mar 10, 7:00 PM ET
Accepted
Mar 11, 4:11 PM ET
Size
26.9 KB
Accession
0001628280-22-005889
Insider Transaction Report
Form 4
Munshi Amit
President and CEO
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−138,139→ 0 totalExercise: $15.50→ Common Stock (138,139 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−310,000→ 0 totalExercise: $35.60→ Common Stock (310,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−56,861→ 0 totalExercise: $14.60→ Common Stock (56,861 underlying) - Other
Common Stock
2022-03-11−250→ 114,647 total - Other
Common Stock
2022-03-11−28,800→ 85,847 total - Other
Common Stock
2022-03-11−85,847→ 0 total - Gift
Common Stock
2022-03-08$98.51/sh−10,500$1,034,355→ 114,897 total - Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−285,000→ 0 totalExercise: $40.94→ Common Stock (285,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−270,000→ 0 totalExercise: $44.60→ Common Stock (270,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-03-11−168,000→ 0 totalExercise: $80.08→ Common Stock (168,000 underlying) - Disposition to Issuer
Employee Performance Restricted Stock Unit
2022-03-11−42,000→ 0 total→ Common Stock (42,000 underlying)
Footnotes (6)
- [F1]The reporting person gifted the shares to a 501(c)(3) public charity.
- [F2]Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, by and among the Issuer, Pfizer Inc. ("Parent") and Antioch Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on March 11, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled, retired and converted into the right to receive an amount equal to $100.00 in cash, without interest thereon (the "Merger Consideration"), subject to any required withholding of taxes.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Issuer under an Issuer Stock Plan, except any restricted stock unit that was granted after December 12, 2021, (each, an "Issuer RSU"), that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration, subject to any required withholding of taxes.
- [F4]Pursuant to the Merger Agreement, as of the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Company after December 12, 2021 under the Issuer's 2021 Long-Term Incentive Plan (each, a "2022 Issuer RSU") that was unvested and outstanding as of immediately prior to the Effective Time was substituted automatically with a Parent restricted stock unit with respect to that number of shares of Parent common stock that is equal to the product obtained by multiplying (1) the total number of Issuer Common Stock subject to the 2022 Issuer RSU immediately prior to the Effective Time by (2) the RSU Exchange Ratio (as defined in the Merger Agreement).
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Common Stock (each, an "Issuer Option") granted by Issuer under the Issuer's 2021 Long-Term Incentive Plan or prior stock plans (collectively, the "Issuer Stock Plans") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Issuer Option, multiplied by (2) the number of Issuer Common Stock then subject to such Issuer Option, subject to any required withholding of taxes.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit granted by the Issuer under an Issuer Stock Plan that was subject to performance-based vesting conditions (each, an "Issuer PRSU") that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration (with all the performance-based vesting conditions associated with such Issuer PRSU being deemed achieved at the greater of actual completed performance at the Effective Time or at target for any Issuer PRSU), subject to any required withholding of taxes.
Documents
Issuer
ARENA PHARMACEUTICALS INC
CIK 0001080709
Entity typeother
Related Parties
1- filerCIK 0001612551
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 7:00 PM ET
- Accepted
- Mar 11, 4:11 PM ET
- Size
- 26.9 KB