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