0001628280-22-005889.txt : 20220311 0001628280-22-005889.hdr.sgml : 20220311 20220311161140 ACCESSION NUMBER: 0001628280-22-005889 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220311 FILED AS OF DATE: 20220311 DATE AS OF CHANGE: 20220311 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: 22733253 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 wf-form4_164703301512029.xml FORM 4 X0306 4 2022-03-11 1 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 2022-03-08 4 G 0 10500 98.51 D 114897 D Common Stock 2022-03-11 4 J 0 250 D 114647 D Common Stock 2022-03-11 4 J 0 28800 D 85847 D Common Stock 2022-03-11 4 J 0 85847 D 0 D Employee Stock Option (right to buy) 15.5 2022-03-11 4 D 0 138139 D Common Stock 138139.0 0 D Employee Stock Option (right to buy) 14.6 2022-03-11 4 D 0 56861 D Common Stock 56861.0 0 D Employee Stock Option (right to buy) 35.6 2022-03-11 4 D 0 310000 D Common Stock 310000.0 0 D Employee Stock Option (right to buy) 40.94 2022-03-11 4 D 0 285000 D Common Stock 285000.0 0 D Employee Stock Option (right to buy) 44.6 2022-03-11 4 D 0 270000 D Common Stock 270000.0 0 D Employee Stock Option (right to buy) 80.08 2022-03-11 4 D 0 168000 D Common Stock 168000.0 0 D Employee Performance Restricted Stock Unit 2022-03-11 4 D 0 42000 D Common Stock 42000.0 0 D The reporting person gifted the shares to a 501(c)(3) public charity. Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, by and among the Issuer, Pfizer Inc. ("Parent") and Antioch Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on March 11, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled, retired and converted into the right to receive an amount equal to $100.00 in cash, without interest thereon (the "Merger Consideration"), subject to any required withholding of taxes. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Issuer under an Issuer Stock Plan, except any restricted stock unit that was granted after December 12, 2021, (each, an "Issuer RSU"), that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration, subject to any required withholding of taxes. Pursuant to the Merger Agreement, as of the Effective Time, each restricted stock unit subject to vesting conditions based solely on continued employment or service to the Issuer or any of its subsidiaries granted by the Company after December 12, 2021 under the Issuer's 2021 Long-Term Incentive Plan (each, a "2022 Issuer RSU") that was unvested and outstanding as of immediately prior to the Effective Time was substituted automatically with a Parent restricted stock unit with respect to that number of shares of Parent common stock that is equal to the product obtained by multiplying (1) the total number of Issuer Common Stock subject to the 2022 Issuer RSU immediately prior to the Effective Time by (2) the RSU Exchange Ratio (as defined in the Merger Agreement). Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Common Stock (each, an "Issuer Option") granted by Issuer under the Issuer's 2021 Long-Term Incentive Plan or prior stock plans (collectively, the "Issuer Stock Plans") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Issuer Option, multiplied by (2) the number of Issuer Common Stock then subject to such Issuer Option, subject to any required withholding of taxes. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit granted by the Issuer under an Issuer Stock Plan that was subject to performance-based vesting conditions (each, an "Issuer PRSU") that was unvested and outstanding as of immediately prior to the Effective Time was cancelled and immediately ceased to be outstanding and was converted into the right to receive an amount in cash equal to the Merger Consideration (with all the performance-based vesting conditions associated with such Issuer PRSU being deemed achieved at the greater of actual completed performance at the Effective Time or at target for any Issuer PRSU), subject to any required withholding of taxes. /s/ Andrew J. Cronauer, as Attorney-in-Fact 2022-03-11