Statement of Changes in Beneficial Ownership (4)
November 30 2020 - 4:02PM
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
*
Cabell Christopher |
2. Issuer Name and Ticker or Trading Symbol
ARENA PHARMACEUTICALS INC
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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, Head of R&D, and CMO |
(Last)
(First)
(Middle)
C/O ARENA PHARMACEUTICALS, INC., 6154 NANCY RIDGE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2020 |
(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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Common Stock | 11/25/2020 | | M | | 2500 (1) | A | $0.00 | 2500 | D | |
Common Stock | 11/25/2020 | | F | | 1099 (2) | D | $65.50 | 1401 | D | |
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 |
Performance Restricted Stock Unit | (1) | 11/25/2020 | | M | | | 2500 (1) | (1) | 1/3/2022 | Common Stock | 2500 (3) | $0.00 | 5000 (1) | D | |
Explanation of Responses: |
(1) | 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 Arena's common stock reaching certain Nasdaq "Closing Price" thresholds during the 3-year performance period from Jan. 4, 2019, through Jan. 3, 2022 (the "Performance Period") and satisfaction of a subsequent continuing service requirement. 2,500 of the shares subject to the PRSUs vested in Oct. 2019 (50% of the target amount). On Nov. 25, 2020, another 2,500 of the shares subject to the PRSUs vested (50% of the target amount). The final Closing Price target has been met and an additional 5,000 shares will be issuable pursuant to the PRSUs (200% of the target amount, less the 100% already vested) if the Reporting Person satisfies the subsequent continuing service requirement. |
(2) | Represents the number of shares withheld by, and surrendered to, Arena relating to tax withholding in connection with the issuance of shares under the PRSUs. |
(3) | The amount reported in Column 7 of Table II represents the common shares that vested on November 25, 2020. The PRSUs' final Closing Price target has been met and the Reporting Person has a contingent right to receive 5,000 additional common shares if the subsequent continuing service requirement is met. |
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 | | 11/30/2020 |
**Signature of Reporting Person | Date |
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