Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 6:42PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Schmidt Joan |
2. Issuer Name and Ticker or Trading Symbol
ARENA PHARMACEUTICALS INC
[
ARNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, General Counsel & Sec |
(Last)
(First)
(Middle)
C/O ARENA PHARMACEUTICALS, INC., 6154 NANCY RIDGE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2020 |
(Street)
SAN DIEGO, CA 92121
(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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $36.33 | 3/15/2020 | | A | | 132000 | | (1) | 3/15/2027 | Common Stock | 132000 | $0.00 | 132000 | D | |
Employee Performance Restricted Stock Unit | (2) | 3/15/2020 | | A | | 6300 (3) | | (3) | 1/3/2022 | Common Stock | 6300 (3) | $0.00 | 6300 (3) | D | |
Explanation of Responses: |
(1) | The options vest over four years, with 25% of the shares subject to the option vesting on March 15, 2021, and the remainder of the shares vesting monthly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), and are exercisable once vested. |
(2) | Each Employee Performance Restricted Stock Unit ("PRSU") represents a contingent right to receive shares of Arena's common stock, which shares shall vest, if at all, upon the closing price of Arena's common stock (the "Closing Price") reaching certain thresholds during the performance period from the grant date through January 3, 2022 (the "Performance Period") and satisfaction of a continuing service requirement. |
(3) | The number of shares that may vest is based on the Closing Price during the Performance Period. If, on 5 consecutive or 10 non-consecutive trading days during the Performance Period, the Closing Price equals or exceeds $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 100% or 200%, respectively, of the target amount reported in Column 7 (subject, in the event of a change of control, to additional vesting in circumstances where the per share transaction consideration falls in between the dollar values listed above), and the reporting person will receive at or following the time of vesting a number of shares equal to the achieved percentage multiplied by the total number of PRSUs. For the avoidance of doubt, shares may be issued following achievement of each price threshold, and the maximum number of shares that may be issued pursuant to the PRSUs equals 200% of the number of PRSUs reported in Column 5. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schmidt Joan C/O ARENA PHARMACEUTICALS, INC. 6154 NANCY RIDGE DRIVE SAN DIEGO, CA 92121 |
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| EVP, General Counsel & Sec |
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Signatures
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/s/ Andrew J. Cronauer, as Attorney-in-Fact | | 3/17/2020 |
**Signature of Reporting Person | Date |
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