0001104659-16-095182.txt : 20160209 0001104659-16-095182.hdr.sgml : 20160209 20160209214835 ACCESSION NUMBER: 0001104659-16-095182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160205 FILED AS OF DATE: 20160209 DATE AS OF CHANGE: 20160209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aralez Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001660719 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1561 STEELES AVENUE EAST CITY: MILTON STATE: A6 ZIP: L9T1Y1 BUSINESS PHONE: 905-876-1118 MAIL ADDRESS: STREET 1: 1561 STEELES AVENUE EAST CITY: MILTON STATE: A6 ZIP: L9T1Y1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEE KENNETH B JR CENTRAL INDEX KEY: 0001208570 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37691 FILM NUMBER: 161401917 4 1 a4.xml 4 X0306 4 2016-02-05 0 0001660719 Aralez Pharmaceuticals Inc. ARLZ 0001208570 LEE KENNETH B JR C/O ARALEZ PHARMACEUTICALS INC. 2800 PARK PLACE 666 BURRARD STREET VANCOUVER A1 V6C2Z7 BRITISH COLUMBIA, CANADA 1 0 0 0 Common Shares 2016-02-05 5 J 0 E 72966 0 A 72966 D Stock Option (Right to Buy) 13.26 2016-02-05 4 J 0 6107 0 A 2008-05-06 Common Stock 6107 6107 D Reflects the beneficial ownership of the reporting person following consummation of the business transaction among POZEN Inc. ("Pozen"), Tribute Pharmaceuticals Canada Inc. ("Tribute") and the Registrant on February 5, 2016, pursuant to the Agreement and Plan of Merger and Arrangement as entered into on June 8, 2015 and as amended on August 19, 2015 and December 7, 2015 among Pozen, Tribute, the Registrant, Aralez Pharmaceuticals Holdings Limited, ARLZ US Acquisition II Corp., and ARLZ CA Acquisition Corp. (the "Merger"). Includes 9,390 shares issuable pursuant to Restricted Stock Units previously granted by Pozen, predecessor to the Registrant. The option shall expire on the earlier of the third anniversary of the termination of the reporting person's services, or ten years following the date of grant. /s/ Eric L. Trachtenberg, attorney-in-fact for Kenneth B. Lee, Jr. 2016-02-09 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY

FOR SECTION 16(a) REPORTING

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Eric L. Trachtenberg and Scott J. Charles, and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:

 

1.                                      prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

2.                                      prepare, execute and submit to the SEC, any national securities exchange and Aralez Pharmaceuticals, Inc. (the “Company”) any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Exchange Act, and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and

 

3.                                      seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.                                      this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.                                      any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 

3.                                      neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.                                      this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of February 9, 2016.

 

 

 

Signature:

/s/ Kenneth B. Lee, Jr.

 

 

 

 

 

 

Print Name:

Kenneth B. Lee, Jr.