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