0001209191-21-017582.txt : 20210303 0001209191-21-017582.hdr.sgml : 20210303 20210303213203 ACCESSION NUMBER: 0001209191-21-017582 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210301 FILED AS OF DATE: 20210303 DATE AS OF CHANGE: 20210303 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: 21712331 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 2021-03-01 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 Common Stock 2021-03-01 4 A 0 28800 0.00 A 36550 D Employee Stock Option (right to buy) 80.08 2021-03-01 4 A 0 168000 0.00 A 2028-03-01 Common Stock 168000 168000 D Employee Performance Restricted Stock Unit 2021-03-01 4 A 0 42000 0.00 A 2024-02-29 Common Stock 42000 42000 D The amount represents restricted stock units that vest over four years, with 25% of the shares underlying the restricted stock units vesting on May 15, 2022, and the remainder vesting quarterly over the following three years in equal installments (except as otherwise necessary to avoid vesting of a fractional share), with such quarterly vesting dates occurring on the 15th of August, November, February, and May. The shares underlying the restricted stock units will be issued upon vesting and release of the restricted stock units. The options vest over four years, with 25% of the shares subject to the option vesting on March 1, 2022, 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 March 1, 2021, through February 29, 2024 (the "Performance Period") and satisfaction of a continuing service requirement. The reporting person was granted a "target" number of PRSUs equal to 50% of the number reported in Column 5. This Form 4 reports the "maximum" number of PRSUs, which equals 200% of "target" PRSUs, in order to reflect the maximum number of common shares issuable to the reporting person pursuant to the PRSUs. 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 $120, $130 or $145, and the reporting person thereafter satisfies a continuing service requirement, the PRSUs are deemed vested at 25%, 50% or 100%, respectively, of the maximum 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 (less any shares previously vested). For the avoidance of doubt, shares may be issued following achievement of each price threshold, and Column 7 reports the maximum number of shares that may be issued pursuant to the PRSUs. /s/ Andrew J. Cronauer, as Attorney-in-Fact 2021-03-03