0001209191-19-002949.txt : 20190108
0001209191-19-002949.hdr.sgml : 20190108
20190108205820
ACCESSION NUMBER: 0001209191-19-002949
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190104
FILED AS OF DATE: 20190108
DATE AS OF CHANGE: 20190108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Munshi Amit
CENTRAL INDEX KEY: 0001612551
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31161
FILM NUMBER: 19517143
MAIL ADDRESS:
STREET 1: C/O EPIRUS BIOPHARMACEUTICALS, INC.
STREET 2: 699 BOYLSTON STREET, 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARENA PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001080709
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 232908305
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6154 NANCY RIDGE DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-453-7200
MAIL ADDRESS:
STREET 1: 6154 NANCY RIDGE DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-01-04
0
0001080709
ARENA PHARMACEUTICALS INC
ARNA
0001612551
Munshi Amit
C/O ARENA PHARMACEUTICALS, INC.
6154 NANCY RIDGE DRIVE
SAN DIEGO
CA
92121
1
1
0
0
President and CEO
Employee Stock Option (right to buy)
40.94
2019-01-04
4
A
0
285000
0.00
A
2026-01-04
Common Stock
285000
285000
D
Employee Performance Restricted Stock Unit
2019-01-04
4
A
0
23400
0.00
A
2022-01-03
Common Stock
23400
23400
D
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.
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 three-year performance period from January 4, 2019 through January 3, 2022 (the "Performance Period") and satisfaction of a continuing service requirement.
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 $60, $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 50%, 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.
/s/ Andrew J. Cronauer, as Attorney-in-Fact
2019-01-08