SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Merck & Co., Inc.

(Last)

(First)

(Middle)

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2019

3. Issuer Name and Ticker or Trading Symbol
ARQULE INC [ ARQL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock, par value $0.01	0	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Warrants (right to buy)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock, par value $0.01	0	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Merck & Co., Inc.

(Last)

(First)

(Middle)

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Merck Sharp & Dohme Corp.

(Last)

(First)

(Middle)

ONE MERCK DRIVE

(Street)

WHITEHOUSE STATION

08889

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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").

2. 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")).

3. 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.

4. 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.	12/16/2019
	/s/ Sunil A. Patel Sunil A. Patel, as Senior Vice President, Corporate Development of Merck Sharp & Dohme Corp.	12/16/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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