Statement of Changes in Beneficial Ownership (4)
June 14 2016 - 6:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Radaelli Massimo
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2. Issuer Name
and
Ticker or Trading Symbol
ARIAD PHARMACEUTICALS INC
[
ARIA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ARIAD PHARMACEUTICALS, INC., 26 LANDSDOWNE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2016
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(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/10/2016
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M
(1)
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22588
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A
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$1.35
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128088
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D
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Common Stock
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6/10/2016
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S
(1)
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22588
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D
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$8.30
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105500
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D
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Common Stock
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6/13/2016
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M
(1)
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27319
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A
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$6.38
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132819
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D
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Common Stock
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6/13/2016
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M
(1)
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2412
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A
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$1.35
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135231
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D
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Common Stock
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6/13/2016
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M
(1)
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25000
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A
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$7.39
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160231
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D
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Common Stock
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6/13/2016
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M
(1)
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25000
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A
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$6.45
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185231
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D
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Common Stock
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6/13/2016
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S
(1)
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79731
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D
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$8.2505
(2)
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105500
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D
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Common Stock
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6/14/2016
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M
(1)
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6250
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A
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$4.91
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111750
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D
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Common Stock
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6/14/2016
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S
(1)
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6250
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D
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$8.1334
(3)
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105500
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$1.35
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6/10/2016
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M
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22588
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10/10/2009
(4)
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10/10/2018
(5)
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Common Stock
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22588.0
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$1.35
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2412
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D
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Stock Option (Right to Buy)
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$6.38
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6/13/2016
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M
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27319
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1/31/2011
(6)
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1/31/2021
(5)
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Common Stock
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27319.0
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$6.375
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0
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D
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Stock Option (Right to Buy)
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$1.35
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6/13/2016
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M
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2412
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10/10/2009
(4)
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10/10/2018
(5)
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Common Stock
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2412.0
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$1.35
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0
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D
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Stock Option (Right to Buy)
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$7.39
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6/13/2016
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M
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25000
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3/31/2014
(7)
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1/31/2024
(5)
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Common Stock
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25000.0
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$7.39
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0
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D
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Stock Option (Right to Buy)
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$6.45
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6/13/2016
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M
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25000
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3/31/2015
(8)
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1/31/2025
(5)
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Common Stock
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25000.0
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$6.45
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0
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D
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Stock Option (Right to Buy)
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$4.91
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6/14/2016
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M
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6250
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3/31/2016
(9)
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2/1/2026
(5)
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Common Stock
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6250.0
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$4.91
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18750
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D
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Explanation of Responses:
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(
1)
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The shares were acquired and sold upon exercise of stock options that would have expired on October 21, 2016 (three months following termination of service as a director), in which event the reporting person would have lost the right to acquire the shares underlying the options.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.25 to $8.2550, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote.
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(
3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.131 to $8.145, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote.
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(
4)
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The stock options were granted on 10/10/2008 and vested in three annual installments commencing on 10/10/2009.
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(
5)
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The stock options would have expired on October 21, 2016 (three months following termination of service as a director), in which event the reporting person would have lost the right to acquire the shares underlying the options.
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(
6)
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The stock options were granted on 01/31/2011 and vested as to one-fourth of the options in quarterly installments commencing on March 31, 2011.
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(
7)
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The stock options were granted on 01/31/2014 and vested as to one-fourth of the options in quarterly installments commencing on March 31, 2014.
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(
8)
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The stock options were granted on 01/31/2015 and vested as to one-fourth of the options in quarterly installments commencing on March 31, 2015.
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(
9)
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The stock options were granted on 02/01/2016 and vest as to one-fourth of the options in quarterly installments commencing on March 31, 2016.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Radaelli Massimo
C/O ARIAD PHARMACEUTICALS, INC.
26 LANDSDOWNE STREET
CAMBRIDGE, MA 02139
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X
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Signatures
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Karen E. Needham, under power of attorney dated 4/19/2016
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6/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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