0001209191-20-019760.txt : 20200317 0001209191-20-019760.hdr.sgml : 20200317 20200317184203 ACCESSION NUMBER: 0001209191-20-019760 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200315 FILED AS OF DATE: 20200317 DATE AS OF CHANGE: 20200317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schmidt Joan CENTRAL INDEX KEY: 0001805334 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31161 FILM NUMBER: 20722485 MAIL ADDRESS: STREET 1: C/O ARENA PHARMACEUTICALS, INC. STREET 2: 6154 NANCY RIDGE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 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 2020-03-15 0 0001080709 ARENA PHARMACEUTICALS INC ARNA 0001805334 Schmidt Joan C/O ARENA PHARMACEUTICALS, INC. 6154 NANCY RIDGE DRIVE SAN DIEGO CA 92121 0 1 0 0 EVP, General Counsel & Sec Employee Stock Option (right to buy) 36.33 2020-03-15 4 A 0 132000 0.00 A 2027-03-15 Common Stock 132000 132000 D Employee Performance Restricted Stock Unit 2020-03-15 4 A 0 6300 0.00 A 2022-01-03 Common Stock 6300 6300 D The options vest over four years, with 25% of the shares subject to the option vesting on March 15, 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. 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 performance period from the grant date 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 $67.50 or $75, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 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 2020-03-17 EX-24.4_905257 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Andrew J. Cronauer or his successor, Kevin R. Lind or his successor, Veronica Vallejo or her successor, and each of them acting singly, as the true and lawful attorney-in-fact of the undersigned to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an employee, officer and/or director (or pending employee, officer and/or director) of Arena Pharmaceuticals, Inc. (the "Company"), Form IDs and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney (this "Power of Attorney") shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company, attention the foregoing attorneys-in-fact. This Power of Attorney supersedes any previous power of attorney granted by the undersigned, in the undersigned's capacity as an employee, officer and/or director of the Company, and relating to Form ID, 3, 4, or 5. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27 day of Feb., 2020. /s/ Joan M. Schmidt Signature Joan M. Schmidt Print Name