0001140361-19-022638.txt : 20191216 0001140361-19-022638.hdr.sgml : 20191216 20191216171246 ACCESSION NUMBER: 0001140361-19-022638 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191206 FILED AS OF DATE: 20191216 DATE AS OF CHANGE: 20191216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck & Co., Inc. CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21429 FILM NUMBER: 191288024 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 FORMER NAME: FORMER CONFORMED NAME: Merck & Co. Inc. DATE OF NAME CHANGE: 20091103 FORMER NAME: FORMER CONFORMED NAME: SCHERING PLOUGH CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck Sharp & Dohme Corp. CENTRAL INDEX KEY: 0000942443 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21429 FILM NUMBER: 191288025 BUSINESS ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 FORMER NAME: FORMER CONFORMED NAME: SCHERING CORP DATE OF NAME CHANGE: 19950321 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARQULE INC CENTRAL INDEX KEY: 0001019695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043221586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WALL STREET STREET 2: FLOOR 6 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-994-0300 MAIL ADDRESS: STREET 1: ONE WALL STREET STREET 2: FLOOR 6 CITY: BURLINGTON STATE: MA ZIP: 01803 3 1 form3.xml X0206 3 2019-12-06 0 0001019695 ARQULE INC ARQL 0000310158 Merck & Co., Inc. 2000 GALLOPING HILL ROAD KENILWORTH NJ 07033 true 0000942443 Merck Sharp & Dohme Corp. ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889 true Common Stock, par value $0.01 0 I See Footnotes Stock Option (right to buy) Common Stock, par value $0.01 0 I See Footnotes Common Stock Warrants (right to buy) Common Stock, par value $0.01 0 I See Footnotes This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D"). Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3. Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements. /s/ Robert M. Davis Robert M. Davis, as Executive Vice President, Global Services and Chief Financial Officer of Merck & Co., Inc. 2019-12-16 /s/ Sunil A. Patel Sunil A. Patel, as Senior Vice President, Corporate Development of Merck Sharp & Dohme Corp. 2019-12-16