Statement of Changes in Beneficial Ownership (4)
February 02 2017 - 9:41AM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
DENNER ALEXANDER J
|
2. Issuer Name
and
Ticker or Trading Symbol
ARIAD PHARMACEUTICALS INC
[
ARIA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O SARISSA CAPITAL MANAGEMENT LP, 660 STEAMBOAT ROAD
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2017
|
(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
|
4. 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
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
1/31/2017
|
|
A
(1)
|
|
5508
|
A
|
$0
|
40673
|
D
|
|
Common Stock
|
1/31/2017
|
|
A
(2)
|
|
12500
|
A
|
$0
|
53173
|
D
|
|
Common Stock
|
|
|
|
|
|
|
|
7798665
|
I
|
Sarissa Capital Domestic Fund LP
(3)
|
Common Stock
|
|
|
|
|
|
|
|
5051335
|
I
|
Sarissa Capital Offshore Master Fund LP
(3)
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
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)
|
$23.82
|
1/31/2017
|
|
A
|
|
25000
|
|
(4)
|
1/31/2027
|
Common Stock
|
25000.0
|
$23.82
|
25000
|
D
|
|
Explanation of Responses:
|
(
1)
|
Represents shares of restricted stock granted in lieu of the annual cash retainer under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy. The shares are subject to a lapsing right of repurchase by the Company that lapses as to approximately one-fourth of the shares on the last business day of each calendar quarter in 2017, subject to the terms of the award.
|
(
2)
|
Represents restricted stock units ("RSUs") granted under our 2014 Long-Term Incentive Plan, as amended, and our director compensation policy. The RSUs vest as to approximately one-fourth of the shares underlying the RSUs on the last business day of each calendar quarter in 2017, subject to the terms of the award.
|
(
3)
|
The reporting person is the Chief Investment Officer of Sarissa Capital Management LP, investment manager of this fund. As such, the reporting person may be deemed to beneficially own the the securities owned by this fund. The reporting person disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
|
(
4)
|
The stock options granted under our 2014 Long-Term Incentive Plan, as amended, and in accordance with our director compensation policy vest as to approximately one-fourth of the shares underlying the options on the last business day of each calendar quarter in 2017, subject to the terms of the award.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
DENNER ALEXANDER J
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD
GREENWICH, CT 06830
|
X
|
|
|
|
Signatures
|
/s/ Alexander J. Denner, Ph.D.
|
|
2/2/2017
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
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.
|
Ariad (NASDAQ:ARIA)
Historical Stock Chart
From May 2024 to Jun 2024
Ariad (NASDAQ:ARIA)
Historical Stock Chart
From Jun 2023 to Jun 2024