Initial Statement of Beneficial Ownership (3)
June 16 2020 - 7:24PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
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Cabell Christopher |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/9/2020
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3. Issuer Name and Ticker or Trading Symbol
ARENA PHARMACEUTICALS INC [ARNA]
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(Last)
(First)
(Middle)
C/O ARENA PHARMACEUTICALS, INC., 6154 NANCY RIDGE DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) EVP, Head of R&D, and CMO / |
(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | (1) | 11/15/2024 | Common Stock | 60000 | $26.28 | D | |
Employee Stock Option (right to buy) | (2) | 1/19/2025 | Common Stock | 55000 | $35.60 | D | |
Employee Stock Option (right to buy) | (3) | 1/4/2026 | Common Stock | 40000 | $40.94 | D | |
Performance Restricted Stock Unit | (4) | 1/3/2022 | Common Stock | 7500 (4) | $0.00 | D | |
Employee Stock Option (right to buy) | (5) | 3/6/2027 | Common Stock | 50000 | $46.03 | D | |
Explanation of Responses: |
(1) | The options vest over four years, with 25% of the shares subject to the option vesting on November 15, 2018, 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) | The options vest over four years, with 25% of the shares subject to the option vesting on January 19, 2019, 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. |
(3) | The options vest over four years, with 25% of the shares subject to the option vesting on January 4, 2020, 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. |
(4) | On January 4, 2019, the Reporting Person was granted 5,000 target Performance Restricted Stock Units ("PRSUs"). The PRSUs represented a contingent right to receive a number of shares of Arena's common stock equal to 50%, 100%, or 200% of the target PRSU amount. Such common shares vest, if at all, upon the closing price of Arena's common stock (the "Closing Price") reaching certain thresholds during the three-year performance period from January 4, 2019, through January 3, 2022 (the "Performance Period") and satisfaction of a subsequent continuing service requirement. On October 14, 2019, 2,500 of the shares subject to the PRSUs vested (50% of the target amount). Up to an additional 7,500 shares remain issuable pursuant to the PRSUs (200% of the target amount, less the 50% already vested) if all currently outstanding Closing Price targets are met during the Performance Period and subsequent continuing service requirements are met. |
(5) | The options vest over four years, with 25% of the shares subject to the option vesting on March 6, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cabell Christopher C/O ARENA PHARMACEUTICALS, INC. 6154 NANCY RIDGE DRIVE SAN DIEGO, CA 92121 |
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| EVP, Head of R&D, and CMO |
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Signatures
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/s/ Andrew J. Cronauer, as Attorney-in-Fact | | 6/16/2020 |
**Signature of Reporting Person | Date |
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