0001209191-21-017587.txt : 20210303
0001209191-21-017587.hdr.sgml : 20210303
20210303213730
ACCESSION NUMBER: 0001209191-21-017587
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: Schmidt Joan
CENTRAL INDEX KEY: 0001805334
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31161
FILM NUMBER: 21712356
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
2021-03-01
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
Common Stock
2021-03-01
4
A
0
6660
0.00
A
6875
D
Employee Stock Option (right to buy)
80.08
2021-03-01
4
A
0
38850
0.00
A
2028-03-01
Common Stock
38850
38850
D
Employee Performance Restricted Stock Unit
2021-03-01
4
A
0
15200
0.00
A
2024-02-29
Common Stock
15200
15200
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.
Includes 215 shares acquired on November 20, 2020, pursuant to Arena's 2019 Employee Stock Purchase Plan.
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