0000884731-17-000056.txt : 20170216 0000884731-17-000056.hdr.sgml : 20170216 20170216141703 ACCESSION NUMBER: 0000884731-17-000056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170216 FILED AS OF DATE: 20170216 DATE AS OF CHANGE: 20170216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 125 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Herron Jennifer Lyn CENTRAL INDEX KEY: 0001675774 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36172 FILM NUMBER: 17617370 MAIL ADDRESS: STREET 1: C/O ARIAD PHARMACEUTICALS, INC. STREET 2: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 wf-form4_148727260980988.xml FORM 4 X0306 4 2017-02-16 1 0000884731 ARIAD PHARMACEUTICALS INC ARIA 0001675774 Herron Jennifer Lyn C/O ARIAD PHARMACEUTICALS, INC. 125 BINNEY STREET CAMBRIDGE MA 02142 0 1 0 0 Exec V.P. Chief Comm'l Officer Common Stock 2017-02-16 4 D 0 450 D 0 D Employee Stock Option (Right to Buy) 8.85 2017-02-16 4 D 0 300000 0 D Common Stock 300000.0 0 D Restricted Stock Units 0.0 2017-02-16 4 D 0 5291 0 D Common Stock 5291.0 0 D Pursuant to the Agreement and Plan of Merger, dated as of January 8, 2017 (the "Merger Agreement"), between the Company, Takeda Pharmaceutical Company Limited ("Takeda") and Kiku Merger Co., Inc. ("Purchaser"), on February 16, 2017, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $24.00 in cash. Represents Shares purchased through the Company's employee stock purchase plan on February 14, 2017. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the tender offer by Takeda and Purchaser to acquire all the outstanding Shares for $24.00 in cash (the "Offer"), whether vested or unvested, automatically became fully vested and was canceled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $24.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $24.00 shall be $0. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Offer automatically and without any required action on the part of its holder shall be converted into the right to receive an amount in cash equal to $24.00 for each Share underlying the RSUs (the aggregate amount, the "RSU Payment"). Subject to the terms of the award agreement, the RSU Payment will generally be payable (without any crediting of interest for the period from the consummation of the Offer through the date of payment) in three annual installments with each such installment paid on the date that the RSUs corresponding to such installment would have otherwise vested in accordance with the terms of the award, less any required withholding taxes. Karen E. Needham, under Power of Attorney dated May 24, 2016 2017-02-16